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The Glossary, sections from Title 26 of the Internal Revenue Code, and sections from the California Corporations Code are provided for reference.

The Glossary does not contain every term used in the governing documents, nor are these summary definitions intended to substitute for the full definitions given in the governing documents themselves. If any question should arise concerning the definition of any term in this glossary, the reader is advised to consult the governing documents. Nothing in this glossary shall be considered in legally or judicially construing the meaning of any term in the governing documents.

The sections from Title 26 of the Internal Revenue Code and the California Corporations Code included below are those referred to by number in the Toastmasters International governing documents. They have been reprinted here and are updated periodically to maintain currency.

Glossary of Governing Documents:

Active Member
An individual who is a paid member in good standing with Toastmasters International. Active members attend club meetings, have voting privileges, may be elected as an officer of the club, shall be counted towards a quorum of the club membership, may participate in speech contests if they fulfill the other eligibility criteria, and may have a place on the regular speaker's program.

Annual Business Meeting
The regular yearly meeting of the voting members of Toastmasters International, held during the International Convention, for the election of Board Members and the conduct of other corporate business.

Board or Board of Directors
The Board of Directors of Toastmasters International, a California nonprofit public benefit corporation, consisting of not less than 17 and not more than 25 voting Board Members, with the exact number set by the Board of Directors. The Bylaws specify that the Board Members are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and one (1) International Director from each geographic region. The Chief Executive Officer of Toastmasters International normally attends and participates in meetings of the Board of Directors but does not have voting privileges.

Board Member
A voting member of the Board of Directors of Toastmasters International. The International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and the International Directors are all considered Board Members.

Charter
A document issued by World Headquarters and signed by the International President and the Chief Executive Officer that commences membership in Toastmasters International of a Member Club.

Chief Executive Officer
The Chief Executive Officer of Toastmasters International, under the supervision of the Executive Committee and the control of the Board of Directors and is appointed by the Board of Directors.

Clubs or Member Clubs
Groups which have subscribed to mission and purpose of Toastmasters International and have been granted a charter and continue to function in compliance with the conditions set forth in the Articles of Incorporation, the Bylaws, the Club Constitution, the Policies established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Clubs are private unincorporated associations, existing as legal entities separate from, but affiliated with, Toastmasters International.

Corporation, This or The
Toastmasters International, a California nonprofit public benefit corporation.

Delegates
Specific individuals, from among a Member Club’s active individual members, duly authorized by the club to cast the club’s two (2) votes at the Annual Business Meeting. Delegates must be in good standing with Toastmasters International. Other individual members of a club who attend the Annual Business Meeting do so as nonvoting observers.

Delegates at Large
The Toastmasters International President, the International President-Elect, the First and Second Vice Presidents, the International Directors, Past International Presidents, Past International Directors, and District Directors, subject to the conditions of membership stated in the Bylaws, each entitled to cast a single vote if present at the Annual Business Meeting.

Designated Representative
The person (generally, the president of a Member Club) through whom a Member Club exercises its rights and obligations as a voting corporate member of Toastmasters International.

Disciplinary Proceedings
Proceedings in which the Board of Directors may terminate or suspend a Member Club or a Delegate at Large, or may suspend, remove, or take other action with respect to the good standing of an individual member of a club.

District Administrative Bylaws
The central document governing administration of the Districts of Toastmasters International, issued and modified by the Board of Directors.

Districts
Administrative units of Toastmasters International, organized based on the territory covered by groups of adjacent Member Clubs, whose boundaries are established and modified subject to the approval of the Board of Directors. Each District is designated by a number. Each District is divided into Areas, and Areas are organized together into Divisions. Districts are governed by the District Administrative Bylaws and are not independent or autonomous legal entities.

The Executive Committee of the Board of Directors, which exercises the power of the Board in some circumstances, and consists of the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and the Chief Executive Officer (as an ex officio member without voting rights); or

the executive committee of a District of Toastmasters International, consisting of the District Director, the Program Quality Director, the Club Growth Director, the District Public Relations Manager, the District Administration Manager, the District Finance Manager, the Area Directors, and Division Directors, together with the Immediate Past District Director; or

the executive committee of a Member Club, consisting of the officers of the club named in the club’s constitution; e.g., a Club President, a Vice President Education, a Vice President Membership, a Vice President Public Relations, a Club Secretary, a Club Treasurer (or a Club Secretary-Treasurer), a Sergeant at Arms, and the Immediate Past Club President.

Ex Officio
Used in the Bylaws to indicate that an individual participates on a board or committee by virtue of holding a position with Toastmasters International (e.g., the Chief Executive Officer), but is not a legal member of that board or committee and has no voting rights.

Good Standing of Individual Members of Clubs
Membership status required in order for individual members of clubs to vote at the club level or otherwise participate in Toastmasters International activities open to individual members of clubs. Good standing is presumed on initial admission of an individual member into a club, and thereafter continues so long as the individual remains a member of the club; the club is not suspended or terminated; the club pays when due the fees and payments relating to such member; the club continues to recognize the individual as a member in good standing of the club; and the individual member has not been suspended or removed from good standing with Toastmasters International by action of at least a three-fourths majority of the Board of Directors.

Indemnification
The general requirement for Toastmasters International to advance and to pay the expenses (for example, attorney’s fees, fines, and settlements) of directors, officers, employees, and other agents that result from judicial or administrative proceedings relating to the person’s role with Toastmasters International.

Individual Members of Clubs
Persons who are members of Member Clubs of Toastmasters International. The legal term “member” is a designation which is limited to the Member Clubs themselves and Delegates at Large.

International President
The President of Toastmasters International, who is the presiding officer of the corporation and an ex officio member of most corporate committees and who chairs the Executive Committee, the Board of Directors, and the Annual Business Meeting. Upon the expiration of the one-year term, the International President automatically assumes the office of Immediate Past International President.

International President-Elect
The International President-Elect assumes the duties of the International President to chair the Board of Directors and the Executive Committee if the International President is temporarily absent or unable to act. Upon the expiration of the one-year term, the International President-Elect automatically assumes the office of International President. The International President-Elect is elected by the voting members.

Member or Membership
The voting members of the corporation Toastmasters International under Section 5056 of the California Corporations Code. Individuals who join Toastmasters clubs may be referred to informally as “members” in various documents, but the voting corporate members with full rights under California law and the governing documents of Toastmasters International are only the Member Clubs and Delegates at Large. Gavel clubs and other entities and programs that Toastmasters International may establish are not corporate members.

Nondiscrimination
The policy of Toastmasters International not to discriminate, in the conduct of its programs and activities, against any persons on the basis of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individuals, through their own effort, are able to participate in the program or activity.

Toastmasters International, who are the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, the International Directors, the Secretary, the Treasurer, the Chief Executive Officer, and the District Director for each District of Toastmasters International; or

a District of Toastmasters International, who are the District Director, the Program Quality Director, the Club Growth Director, the District Public Relations Manager, the District Administration Manager, the District Finance Manager, the Area Directors, and the Division Directors (each Past District Director shall be an ex officio officer of the District); or

a Member Club of Toastmasters International, who are a Club President, a Vice President Education, a Vice President Membership, a Vice President Public Relations, a Club Secretary, a Club Treasurer (or a Club Secretary-Treasurer), a Sergeant at Arms, and the Immediate Past Club President.

Policies
The major administrative decisions governing the affairs of the organization, known as “Policies,” are adopted and revised by a two-thirds vote of the entire Board of Directors of Toastmasters International.

Proxyholder
An individual member designated by a Member Club to exercise that member’s right to vote at a meeting pursuant to a proxy designation that conforms to Policies set by the Board of Directors. Any Member Club, if unrepresented at the Annual Business Meeting by a delegate from among its own active individual club members, may designate as its proxyholder, in writing, any active individual member in good standing of any other Member Club. Upon presentation of proper credentials, the proxyholder has the right to vote for the club represented in addition to any other right to vote which the proxyholder may have.

Quorum
The minimum number of the members required to be present for a meeting to legally transact business. The Bylaws of Toastmasters International contain an article stating the quorum requirements for the Annual Business Meeting and other meetings of the voting members, for the Board of Directors, and for Board committees. The District Administrative Bylaws and Club Constitution also contain quorum requirements for meetings at the District and club levels.

Record Dates
Different dates used for determining voting membership for certain purposes. Under the Bylaws of Toastmasters International, a voting member holding a membership as of the close of business on the record date is deemed a voting member of record. The record date to determine which voting members are entitled to notice of a voting members’ meeting is the ninetieth day before the date of the meeting. The record date to determine which voting members are entitled to vote at a voting members’ meeting is the seventh day before the date of the meeting.

Regions
Geographic areas representing the territory of groups of Member Clubs, the boundaries of which may be modified by a two-thirds vote of the entire Board of Directors. Each region should have as nearly as possible an equal number of clubs, and no region should have more than 15% of the total number of Member Clubs in good standing at the end of the fiscal year immediately preceding any modification.

Secretary
The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to perform, for one-year terms, the duties usually performed by the secretary of a nonprofit corporation. Such duties include supervising the maintenance of the minute books of Toastmasters International. The Secretary does not receive additional compensation for serving in that office.

the Executive Committee, the International Leadership Committee, the Advisory Committee of Past Presidents, the Audit Committee, and such other committees as the Board of Directors may establish (except for the Executive Committee, these committees are advisory and do not exercise the power of the Board of Directors); or

the Executive Committee, Leadership Committee, and Audit Committee of a District of Toastmasters International, or such other committees the District may establish; or

the Executive, Education, Membership, Public Relations, and Social and Reception Committees of a Member Club of Toastmasters International.

Treasurer
The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to perform, for one-year terms, the duties usually performed by the treasurer of a nonprofit corporation. Such duties include supervising the charge and custody of all funds of the organization and the maintenance of correct accounts of the organization’s properties and business transactions. The Treasurer does not receive additional compensation for serving in that office.

Vote...of the Board
A vote in which the required majority or greater percentage necessary for action is calculated using the number of Board Members present at a duly noticed meeting, provided that there is a quorum o fBoard Members at the meeting.

Vote...of the Entire Board
A vote in which the required majority or greater percentage necessary for action is calculated using the total number of Board Members then in office rather than merely the number of Board Members present at a meeting where there is a quorum.

World Headquarters
The principal place of business of Toastmasters International, in Englewood, Colorado.

Title 26: Internal Revenue Code

Section 170: Charitable, etc., contributions and gifts

(c) Charitable contribution defined
For purposes of this section, the term “charitable contribution” means a contribution or gift to or for the use of —

A corporation, trust, or community chest, fund, or foundation—

created or organized in the United States or in any possession thereof, or under the law of the United States, any State, the District of Columbia, or any possession of the United States;

organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals;

no part of the net earnings of which inures to the benefit of any private shareholder or individual; and

which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

A contribution or gift by a corporation to a trust, chest, fund, or foundation shall be deductible by reason of this paragraph only if it is to be used within the United States or any of its possessions exclusively for purposes specified in subparagraph (B). Rules similar to the rules of Section 501(j) shall apply for purposes of this paragraph.

Section 501: Exemption from tax on corporations, certain trusts, etc.

(c) List of exempt organizations
The following organizations are referred to in subsection (a):

Corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 2055: Transfers for public, charitable, and religious uses

(a) In general
For purposes of the tax imposed by section 2001, the value of the taxable estate shall be determined by deducting from the value of the gross estate the amount of all bequests, legacies, devises, or transfers—

to or for the use of any corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, including the encouragement of art, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, which is not disqualified for tax exemption under section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office;

Section 2106: Taxable estate

(a) Definition of taxable estate
For purposes of the tax imposed by section 2101, the value of the taxable estate of every decedent nonresident not a citizen of the United States shall be determined by deducting from the value of that part of his gross estate which at the time of his death is situated in the United States —

Transfers for public, charitable, and religious uses

In general
The amount of all bequests, legacies, devises, or transfers (including the interest which falls into any such bequest, legacy, devise, or transfer as a result of an irrevocable disclaimer of a bequest, legacy, devise, transfer, or power, if the disclaimer is made before the date prescribed for the filing of the estate tax return)...

to or for the use of any domestic
corporation organized and
operated exclusively for religious, charitable, scientific, literary, or
educational purposes, including the encouragement of art and the
prevention of cruelty to children or animals, no part of the net
earnings of which inures to
the benefit of any private stockholder or
individual, which is not disqualified for tax exemption under Section
501(c)(3) by reason of attempting to influence legislation, and which
does not participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of (or in
opposition to) any candidate for public office; or

Section 2522: Charitable and similar gifts

Citizens or residents
In computing taxable gifts for the calendar year, there shall be allowed as a deduction in the case of a citizen or resident the amount of all gifts made during such year to or for the use of —

a corporation, or trust, or community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), including the encouragement of art and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, which is not disqualified for tax exemption under Section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office;

Nonresidents
In the case of a nonresident not a citizen of the United States, there shall be allowed as a deduction the amount of all gifts made during such year to or for the use of —

a domestic corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, including the encouragement of art and the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, which is not disqualified for tax exemption under section 501(c)(3) by reason of attempting to influence legislation, and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office;

Section 4958: Taxes on excess benefit transactions

Initial taxes

On the disqualified person
There is hereby imposed on each excess benefit transaction a tax equal to 25
percent of the excess benefit. The tax imposed by this paragraph shall be paid
by any disqualified person referred to in subsection (f)(1) with respect to such
transaction.

On the management
In any case in which a tax is imposed by paragraph (1), there is hereby
imposed on the participation of any organization
manager in the excess
benefit transaction, knowing that it is such a transaction, a tax equal to 10
percent of the excess benefit, unless such participation is not willful and is due
to reasonable cause. The tax imposed by this paragraph shall be paid by
any
organization manager who participated in the excess benefit transaction.

Additional tax on the disqualified person
In any case in which an initial tax is imposed by subsection (a)(1) on an excess
benefit transaction and the excess benefit involved
in such transaction is not
corrected within the taxable period, there is hereby imposed a tax equal to 200
percent of the excess benefit involved. The tax imposed by this subsection shall be
paid by any disqualified person referred to in subsection (f)(1)
with respect to such
transaction.

In general
The term “excess benefit transaction” means any transaction in which an
economic benefit is provided by an applicable tax-exempt organization
directly or indirectly to or for the use of any disqualified person if the value of the economic benefit provided exceeds the value of the consideration (including the performance of services) received for providing such benefit. For purposes of the preceding sentence, an economic benefit shall not be treated as consideration for the performance of services unless such organization clearly indicated its intent to so treat such benefit.

Excess benefit
The term “excess benefit” means the excess referred to in subparagraph (A).

Special rules for donor advised fundsIn the case of any donor advised fund (as defined in section 4966 (d)(2))
—

the term “excess benefit transaction” includes any grant, loan,
compensation, or other similar payment from such fund to a person
described in subsection (f)(7) with respect to such fund, and

the term “excess benefit” includes, with respect to any transaction
described in subparagraph (A), the amount of any such grant, loan,
compensation, or other similar payment.

Special rules for supporting organizations

In general
In the case of any organization described in section 509 (a)(3)
—

the term “excess benefit transaction” includes

any grant, loan, compensation, or other similar payment
provided by such organization to a person described in
subparagraph (B), and

any loan provided by such organization to a disqualified
person (other than an organization described in subparagraph
(C)(ii)), and

the
term “excess benefit” includes, with respect to any transaction
described in clause (i), the amount of any such grant, loan,
compensation, or other similar payment.

Person describedA person is described in this subparagraph if such person is
—

a substantial contributor to such organization,

a member of the family (determined under section 4958(f)(4)) of an
individual described in clause (i), or

a 35-percent controlled entity (as defined in section 4958 (f)(3) by
substituting “persons described in clause (i) or (ii) of section 4958
(c)(3)(B)” for “persons described
in subparagraph (A) or (B) of
paragraph (1)” in subparagraph (A)(i) thereof).

Substantial contributor
For purposes of this paragraph
—

In general
The term “substantial contributor” means any person who
contributed or bequeathed an aggregate amount of more than
$5,000 to the organization, if such amount is more than 2 percent of
the total contributions and bequests received by the organization
before
the close of the taxable
year of the organization in which the contribution or bequest is received by the organization from such
person. In the case of a trust, such term also means the creator of
the trust. Rules similar to the rules of subparagraphs (B) and (C) of
section 507 (d)(2) shall apply for purposes of this subparagraph.

Exception
Such term shall not include
—

any organization described in paragraph (1), (2), or (4) of
section 509 (a), and

any organization which is treated as described in such
paragraph (2)
by reason of the last sentence of section 509 (a)
and which is a supported organization (as defined
in section
509(f)(3)) of the organization to which subparagraph (A)
applies.

Authority to include certain other private inurement
To the extent provided
in regulations prescribed by the secretary, the term
“excess benefit transaction” includes any transaction in which the amount of
any economic benefit provided to or for the use of a disqualified person is
determined in whole or in part by the revenues of
1 or more activities of the
organization but only if such transaction results in inurement not permitted
under paragraph (3) or (4) of section 501 (c), as the case may be. In the case
of any such transaction, the excess benefit shall be the amount of the
inurement not so permitted.

Special rules
For purposes of this section
—

Joint and several liability
If more than 1 person is liable for any tax imposed by subsection (a) or
subsection (b), all such persons shall be jointly and severally liable for
such
tax.

Limit for management
With respect to any 1 excess benefit transaction, the maximum amount of the
tax imposed by subsection (a)(2) shall not exceed $20,000.

Applicable tax-exempt organization
For purposes of this subchapter, the term “applicable tax-exempt organization”
means
—

any organization which (without regard to any excess benefit) would be
described in paragraph (3),
(4), or (29)
of section 501 (c) and exempt from tax
under section 501 (a), and

any organization which was described in paragraph (1) at any time during the
5-year period ending on the date of the transaction. Such term shall not
include a private foundation (as defined in section 509 (a)).

Other definitions
For purposes of this section
—

Disqualified person
The term “disqualified person” means, with respect to any transaction

any person who was, at any time during the 5-year period ending on the
date of such transaction, in a position to exercise substantial influence
over the affairs of the organization,

a member of the family of an individual described in subparagraph (A),

a 35-percent controlled entity,

any person who is described in subparagraph (A), (B), or (C) with
respect to an organization described in section 509 (a)(3) and organized
and operated exclusively for the benefit of, to perform the functions of, or
to carry out the purposes of the applicable tax-exempt organization.

which involves a donor advised fund (as defined in section 4966 (d)(2)),
any person who is described
in paragraph (7) with respect to such donor
advised fund (as so defined), and

which involves a sponsoring organization (as defined in section 4966
(d)(1)), any person who is described in paragraph (8) with respect to
such sponsoring organization (as so defined).

Organization manager
The term “organization manager” means, with respect to any applicable tax-exempt organization, any officer, director, or trustee of such organization (or
any individual having powers or responsibilities similar to those
of officers,
directors, or trustees of the organization).

35-percent controlled entity

In general
The term “35-percent controlled entity” means
—

a corporation in which persons described in subparagraph (A) or (B)
of paragraph (1) own more than
35 percent of the total combined
voting power,

a partnership in which such persons own more than 35 percent of
the profits interest, and

a trust or estate in which such persons own more than 35 percent of
the beneficial interest.

Constructive ownership rules
Rules similar to the rules of paragraphs (3) and (4) of section 4946 (a)
shall apply for purposes of this paragraph.

Family members
The members of an individual’s family shall be determined under section 4946
(d); except that such members also shall include the brothers and sisters
(whether by the whole or half blood) of the individual and their spouses.

Taxable period
The term “taxable period” means, with respect to any excess benefit
transaction, the period beginning with the date on which the transaction
occurs and ending on the earliest of
—

the date of mailing a notice of deficiency under section 6212 with respect
to the tax imposed by subsection (a)(1), or

the date on which the tax imposed by subsection (a)(1) is assessed.

Correction
The terms “correction” and “correct” mean, with respect to any excess benefit
transaction, undoing the excess benefit to the extent possible, and taking any
additional measures necessary to place the organization in a financial position
not worse than that in which it would be if the disqualified person were dealing
under the highest fiduciary standards, except that in the case of any correction
of an excess benefit transaction described in subsection (c)(2), no amount
repaid in a manner
prescribed by the secretary may be held in any donor
advised fund.

Donors and donor advisors
For purposes of paragraph (1)(E), a person is described in this paragraph if
such person
—

is described in section 4966 (d)(2)(A)(iii),

is a member of
the family of an individual described in subparagraph (A),
or

is a 35-percent controlled entity (as defined in paragraph (3) by
substituting “persons described in subparagraph (A) or (B) of paragraph
(7)” for “persons described in subparagraph (A) or (B) of paragraph (1)”
in subparagraph (A)(i) thereof).

Investment advisors
For purposes of paragraph (1)(F)
—

In general
A person is described in this paragraph if such person
—

is an investment advisor,

is a member of the family of an individual described in clause (i), or

is a 35-percent controlled entity (as defined in paragraph (3) by
substituting “persons described in clause (i) or (ii) of paragraph
(8)(A)” for “persons described in subparagraph
(A) or (B) of
paragraph (1)” in subparagraph (A)(i) thereof).

Investment advisor defined
For purposes of subparagraph (A), the term “investment advisor” means, with respect to any sponsoring organization (as defined in section 4966 (d)(1)), any person (other than an employee of such organization) compensated by such organization for managing the investment of, or providing investment advice with respect to, assets maintained in donor advised funds (as defined in section 4966 (d)(2)) owned by such organization.

California Corporations Code:

Section 5056
“Member”

"Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or on a dissolution unless the provision granting such right to vote is only effective as a result of paragraph (2) of subdivision (a) of Section 7132.
"Member" also means any person who is designated in the articles or bylaws as a member and, pursuant to a specific provision of a corporation's articles or bylaws,
has the right to vote on changes to the articles or bylaws.

The articles or bylaws may confer some or all of the rights of a member, set forth in this part and in Parts 2 through 5 of this division, upon any person or persons who do not have any of the voting rights referred to in subdivision (a).

Where a member of a corporation is not a natural person, such member may
authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members.

A person is not a member by virtue of any of the following:

Any rights such person has as a delegate.

Any rights such person has to designate or select a director or directors.

The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:

The approval of any action for which this part also requires approval of the
members (Section 5034)
or approval of a majority of all members (Section
5033), regardless of whether the corporation has members.

The filling of vacancies on the board or in any committee which has the
authority of the board.

The fixing of compensation of the directors
for serving on the board or on any
committee.

The amendment or repeal of bylaws or the adoption of new bylaws.

The amendment or repeal of any resolution of the board which by its express
terms is not so amendable or repealable.

The appointment
of committees of the board or the members thereof.

The expenditure of corporate funds to support a nominee for director after
there are more people nominated for director than can be elected.

The approval of any self-dealing transaction except as
provided in paragraph
(3) of subdivision (d) of Section 5233.

A committee exercising the authority of the board shall not include as members
persons who are not directors. However, the board may create other committees
that do not exercise the authority of the board and these other committees may
include persons
regardless of whether they are
directors.

Unless the bylaws otherwise provide, the board may delegate to any committee
powers as authorized by Section 5210, but may not delegate the powers set forth in
paragraphs (1) to (8), inclusive, of sub division (a).

Section 5221
Grounds for vacating office of director

The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings.

As provided in paragraph (3) of subdivision (c) of Section 5151, the articles or bylaws may prescribe the qualifications of directors. The board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office.

Section 5222
Removal of directors without cause

Subject to subdivisions (b) and (f), any or all directors may be removed without
cause if:

In a corporation with fewer than 50 members, the removal is approved by a
majority of all members (Section 5033).

In a corporation with 50 or more members, the removal is approved by the
members (Section 5034).

In a corporation with no members, the removal is approved by a majority of
the directors then in office.

Except for a corporation having no members pursuant to Section 5310:

In a corporation in which the articles or bylaws authorize members to
cumulate their votes pursuant to subdivision (a) of Section 5616, no director
may be removed (unless the entire board is removed) if the votes cast against
removal, or not consenting in writing to the removal, would be sufficient to
elect the director if voted cumulatively at an election at which the same total
number of votes were cast (or, if the action is taken by written ballot, all
memberships entitled
to vote were voted) and the entire number of directors
authorized at the time of the director's most recent election were then being
elected.

If by the provisions of the articles or bylaws the members of any class, voting
as a class, are entitled to elect one or more directors, any director so elected
may be removed only by the applicable vote of the members of that class.

If by the provisions of the articles or bylaws the members within a chapter or
other organizational unit, or region or other geographic grouping, voting as
such, are entitled to elect one or more directors, any director so elected may
be removed only by the applicable vote of the members within the
organizational unit or geographic grouping.

Any reduction of the authorized number of directors or any amendment reducing
the number of classes of directors does not remove any director prior to the
expiration of the director's term of office unless the reduction or any amendment
also provides for the removal of one or more specified
directors.

Except as provided in this section and Sections
5221,
5223, and 5227, a director
may not be removed prior to the expiration of the director's term of office.

If a director removed under this section,
Section 5221,
Section
5223, or Section
5227
was chosen by designation pursuant to subdivision (d) of Section 5220, then:

If a different person may be designated pursuant to a governing article or
bylaw provision, the new designation shall be made.

If the governing article or bylaw provision contains no provision under which a
different person may be designated, the governing article or bylaw provision
shall be deemed repealed.

For the purposes of this subdivision, "designator" means one or more designators.
If by the provisions of the articles or bylaws a designator is entitled to designate
one or more directors, then:

Unless otherwise provided in the articles or bylaws at the time of designation,
any director so designated may be removed without cause by the designator
of that director.

Any director so designated may only be removed under subdivision (a) with
the written consent of the designator of that director.

Unless otherwise provided in the articles or bylaws, the right to remove shall
not apply if any of the following circumstances exist:

The designator entitled to that right has died or ceased to exist.

If that right is in the capacity of an officer, trustee, or other status, and the
office, trust, or status has ceased to exist.

Section 5224
Selection, Removal, and Resignation of Directors

Unless otherwise provided in the articles or bylaws and except for a vacancy
created by the removal of a director, vacancies on the board may be filled by
approval of the board (Section 5032) or, if the number of
directors then in office is
less than a quorum, by

the unanimous written consent of the directors then in office,

the affirmative vote of a majority of the directors then in office at a meeting
held pursuant to notice or waivers of notice complying
with Section 5211, or

a sole remaining director. Unless the articles or a bylaw approved by the
members (Section 5034) provide that the board may fill vacancies occurring in
the board by reason of the removal of directors, or unless the corporation has
no members pursuant to Section 5310, such vacancies may be filled only by
approval of the members (Section 5034).

The members may elect a director at any time to fill any vacancy not filled by the
directors.

Any director may resign effective upon giving written notice to the chairman of the
board, the president, the secretary or the board of directors of the corporation,
unless the notice specifies a later time for the effectiveness of such resignation. If
the resignation is effective at a future
time, a successor may be elected to take
office when the resignation becomes effective.

Except as provided in subdivision (b), for the purpose of this section, a self-dealing
transaction means a transaction to which the corporation is a party and in which
one or more of its directors has a material financial interest and which does not
meet the requirements of paragraph (1), (2), or (3) of subdivision (d). Such a
director is an “interested director” for the purpose of this section.

The provisions of this section do not apply to any of the following:

An action of the board fixing the compensation of a director as a director or
officer of the corporation.

A transaction which is part of a public or charitable program of the corporation
if it:

is approved or authorized by the corporation in good faith and without
unjustified favoritism; and

results in a benefit to one or more directors or their families because they
are in the class of persons intended to be benefited by the public or
charitable program.

A transaction, of which the interested director or directors have no actual
knowledge, and which does not exceed the lesser of 1 percent of the gross
receipts
of the corporation for the preceding fiscal year or one hundred
thousand dollars (100,000).

The Attorney General or, if the Attorney General is joined as an indispensable
party, any of the following may bring an action in the superior court of the proper
county for the remedies specified in subdivision (h):

The corporation, or a member asserting the right in the name of the
corporation pursuant to Section 5710.

A director of the corporation.

An officer of the corporation.

Any person granted relator status by the Attorney General

In any action brought under subdivision (c) the remedies specified in subdivision (h)
shall not be granted if:

The Attorney General, or the court in an action in which the Attorney General
is an indispensable party, has approved the transaction before or after it was
consummated; or

The following facts are established:

The corporation entered into the transaction for its own benefit;

The transaction was fair and reasonable as to the corporation at the time
the corporation entered into the transaction;

Prior to consummating the transaction or any part thereof the board
authorized or approved the transaction in good faith by a vote of a
majority of the directors then in office without counting the vote of the
interested director or directors, and with knowledge of the material facts
concerning the transaction and the director’s interest in the transaction.
Except as provided in paragraph (3) of this subdivision, action by a
committee of the board shall not satisfy this paragraph; and

Prior to authorizing or approving the transaction the board
considered and in good faith determined after reasonable
investigation under the circumstances that the corporation could not
have obtained a more advantageous arrangement with reasonable
effort under the circumstances or

the corporation in fact could not have obtained a more
advantageous arrangement with reasonable effort under the
circumstances; or

The following facts are established:

A committee or person authorized by the board approved the transaction
in a manner consistent with the standards set forth in paragraph (2) of
this subdivision;

It was not reasonably practicable to obtain approval of the board prior to
entering into
the transaction; and

The board, after determining in good faith that the conditions of
subparagraphs (A) and (B) of this paragraph were satisfied, ratified the
transaction at its next meeting by a vote of the majority of the directors
then in office without counting the vote of the interested director or
directors.

Except as provided in subdivision (f), an action under subdivision (c) must be filed
within two years after written notice setting forth the material facts of the transaction
and the director’s interest in the transaction is filed with the Attorney General in
accordance with such regulations, if any, as the Attorney General may adopt or, if
no such notice is filed, within three years after the transaction occurred, except for
the Attorney
General, who shall have 10 years after the transaction occurred within
which to file an action.

In any action for breach of an obligation of the corporation owed to an interested
director, where the obligation arises from a self-dealing transaction which has not
been approved as provided in subdivision (d), the court may, by way of offset only,
make any order authorized by subdivision (h), notwithstanding the expiration of the
applicable period specified in subdivision (e).

Interested directors may be counted in determining the presence of a quorum at a
meeting of the board which authorizes, approves or ratifies a contract or
transaction.

If a self-dealing transaction has taken place, the interested director or directors
shall do such things and pay such damages as in the discretion of the court will
provide an equitable and fair remedy to the corporation, taking into account any
benefit received by the corporation and whether the interested director or directors
acted in good faith and with intent to further the best interest of the corporation.
Without limiting the generality of the foregoing, the court may order the director to
do any or all of the following:

Account for any profits made from such transaction, and pay them to the
corporation;

Pay the corporation the value of the use of any of its property used in such
transaction; and

Return or replace any property lost to the corporation as a result of such
transaction, together with any income or appreciation lost to the corporation by
reason of such transaction, or account for any proceeds of sale of such
property, and pay the proceeds to the corporation together with interest at the
legal rate. The court may award prejudgment interest to the extent allowed in
Section 3287 or 3288 of the Civil Code. In addition, the court may, in its discretion, grant exemplary damages for a fraudulent or malicious violation of this section.

Section 5234
Standards of Conduct

No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if

The material facts as to the transaction and as to such director's other directorship are fully disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction
in good faith by a vote sufficient without counting the vote of the common director or directors; or

As to contracts or transactions not approved as provided in paragraph (1) of this subdivision, the contract or transaction is just and reasonable as to the corporation at the time it is authorized, approved or ratified.

This section does not apply to transactions covered by Section 5233.

Section 5235
Standards of Conduct

The board may fix the compensation of a director, as director or officer, and no
obligation, otherwise valid, to pay such compensation shall be voidable merely
because the persons receiving the compensation participated in the decision to pay
it, unless it was not just and reasonable as to the corporation at the time it was
authorized, ratified or approved.
The Board shall take other actions that are
required by subdivision (g) of Section 12586 of the Government Code, if applicable.

In the absence of fraud, any liability under this section shall be limited to the
amount by which the compensation exceeded what was just and reasonable, plus
interest from the date of payment.

Section 5236
Loans or guaranties for obligations of director or officer

A corporation shall not make any loan of money or property to or
guarantee the
obligation of any director or officer, unless approved by the Attorney General;
provided, however, that a corporation may advance money to a director or officer of
the corporation or of its parent or any subsidiary for expenses reasonably
anticipated to be incurred in the performance of the duties of such officer or
director, provided that in the absence of such advance, such director or officer
would be entitled to be reimbursed for such expenses by such corporation, its
parent, or any subsidiary.

The provisions of subdivision (a) do not apply to the payment of premiums in whole
or in part by a corporation on a life insurance policy on the life of a director or officer
so long as repayment to the corporation of the amount paid by it is secured by the
proceeds of the policy and its cash surrender value.

The provisions of subdivision (a) do not apply to a loan of money to or for the
benefit of an officer in circumstances where the loan is necessary, in the judgment
of the board, to provide financing for the purchase of the principal residence of the
officer in order to secure the services or continued services of the officer and the
loan is secured by real property located in the state.

Section 5238
“Agent;” “Proceeding;” “Expenses;” Power of corporation to indemnify
person threatened to be made party to proceeding; Indemnification of
agent for expenses incurred; Purchase of liability insurance on behalf
of corporate agent; Applicability of section

For the purposes of this section, “agent” means any person who is or was a
director, officer, employee or other agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other enterprise,
or was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another enterprise at
the request of such predecessor corporation; “proceeding” means any threatened,
pending or completed action or proceeding, whether civil, criminal, administrative or
investigative; and “expenses” includes without limitation attorneys’ fees and any
expenses of establishing a right to indemnification under
subdivision (d) or
paragraph (3) of subdivision (e).

A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in the
right of the corporation to procure a judgment in its favor, an action brought under
Section 5233, or an action brought by the Attorney General or a person granted
relator status by the Attorney General for any breach of duty relating to assets held
in charitable trust) by reason of the
fact that such person is or was an agent of the
corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in the
best interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon a
plea of
nolo contendere
or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the corporation or that the person
had reasonable cause to believe that the person’s conduct was unlawful.

A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation, or brought under Section 5233, or brought by the
Attorney General or a person granted relator status by the Attorney General for
breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by
reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good faith, in a
manner such person believed to be in the best interests of the corporation and with
such care, including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances. No indemnification shall be made
under this subdivision:

In respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation in the performance of such
person’s duty to the corporation, unless and only to the extent that the court in
which such proceeding is or was pending shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for the expenses which such court shall
determine;

Of amounts paid in settling or otherwise disposing of a threatened or pending
action, with or without court approval; or

Of expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval unless it is settled with
the approval of the Attorney General.

To the extent that an agent of a corporation has been successful on the merits in
defense of any proceeding referred to in subdivision (b) or (c) or in defense of any
claim, issue or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.

Except as provided in subdivision (d), any indemnification under this section shall
be made by the corporation only if authorized in the specific case, upon a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
subdivision (b) or (c), by:

A majority vote of a quorum consisting of directors who are not parties
to such
proceeding;

Approval of the members (Section 5034), with the persons to be indemnified
not being entitled to vote thereon; or

The court in which such proceeding is or was pending upon application made
by the corporation or the agent or the
attorney or other person rendering
services in connection with the defense, whether or not such application by
the agent, attorney or other person is opposed by the corporation.

Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in
this section.
The provisions of subdivision (a) of Section 5236 do not apply to
advances made pursuant to this subdivision.

No provision made by a corporation to indemnify its or its subsidiary’s directors or
officers for the defense of any proceeding, whether contained in the articles,
bylaws, a resolution of members or directors, an agreement or otherwise, shall be
valid unless consistent with this section. Nothing contained in this section shall
affect any right to indemnification to which persons other than such
directors and
officers may be entitled by contract or otherwise.

No indemnification or advance shall be made under this section, except as
provided in subdivision (d) or paragraph (3) of subdivision (e), in any circumstance
where it appears:

That
it would be inconsistent with a provision of the articles, bylaws, a
resolution of the members or an agreement in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

That it would be inconsistent with any condition expressly imposed by a court
in approving a settlement.

A corporation shall have power to purchase and maintain insurance on behalf of
any agent of the corporation against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent’s status as such whether or not
the corporation would have the power to indemnify the agent against such liability
under the provisions of this section; provided, however, that a corporation shall
have no power to purchase and maintain such insurance to indemnify any agent of
the corporation for a violation of Section 5233.

This section does not apply to any proceeding against any trustee, investment
manager or other fiduciary
of a pension, deferred compensation, saving, thrift, or
other retirement, incentive, or benefit plan, trust, or provision for any or all of the
corporation’s directors, officers, employees, and persons providing services to the
corporation
or any subsidiary or related or affiliated corporations, in that person’s
capacity as such, even though such person may also be an agent as defined in
subdivision (a) of the employer corporation. A corporation shall have power to
indemnify
the
trustee, investment manager or other fiduciary to the extent permitted
by subdivision (f) of Section
5140.

Section 5240
Investments

This section applies to all assets held by the corporation for investment. Assets
which are directly related to the corporation's public or charitable programs are not subject to this section.

Except as provided in subdivision (c), in investing, reinvesting, purchasing,
acquiring, exchanging, selling and managing the corporation's
investments, the
board shall do the following:

Avoid speculation, looking instead to the permanent disposition of the funds,
considering the probable income, as well as the probable safety of the
corporation's capital.

Comply with additional standards, if any, imposed by the articles, bylaws or
express terms of an instrument or agreement pursuant to which the assets
were contributed to the corporation.

No investment violates this section where it conforms to provisions authorizing the
investment contained in an instrument or agreement pursuant to which the assets
were contributed to the corporation. No investment violates this section or Section
5231 where it conforms to provisions requiring the investment contained in an
instrument or agreement
pursuant to which the assets were contributed to the
corporation.

In carrying out duties under this section, each director shall act as required by
subdivision (a) of Section 5231, may rely upon others as permitted by subdivision
(b) of Section 5231,
and shall have the benefit of subdivision (c) of Section 5231,
and the board may delegate its investment powers as permitted by Section 5210.

Nothing in this section shall be construed to preclude the application of the Uniform
Prudent Management of Institutional Funds Act (Part 7 (commencing with Section
18501) of Division 9 of the Probate Code) if that act would otherwise be applicable,
but nothing in the Uniform Prudent Management of Institutional Funds Act alters the
status of governing boards, or the duties and liabilities of directors, under this part.

Section 5341
Procedure for termination or suspension of a member club or delegate at large

No member may be expelled or suspended, and no membership or membership
rights may be terminated or suspended, except according to procedures satisfying
the requirements of this section. An expulsion, termination or suspension not in
accord with this section shall be void and without effect.

Any expulsion, suspension or termination must be done in good faith and in a fair
and reasonable manner. Any procedure which conforms to the requirements of
subdivision (c) is fair and reasonable, but a court may also find other procedures to
be fair and reasonable when the full circumstances of the suspension, termination,
or expulsion are considered.

A procedure is fair and reasonable when:

The provisions of the procedure have been set forth in the articles or bylaws,
or copies of such provisions are sent annually to all the members as required
by the articles or bylaws;

It provides the giving of 15 days prior notice of the expulsion, suspension or
termination and the reasons therefor; and

It provides an opportunity for the member to be heard, orally or in writing, not
less than five days before the effective date of the expulsion, suspension or
termination by a person or body authorized to decide that the proposed
expulsion, termination or suspension not take place.

Any notice required under this section may be given by any method reasonably
calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the member shown on the
corporation's records.

Any action challenging an expulsion, suspension or termination of membership,
including any claim alleging defective notice, must be commenced within one year
after the date of the expulsion, suspension or termination. In the event such an
action is successful the court may order any relief, including reinstatement, it finds
equitable under the circumstances, but no vote of the members or of the board may
be set aside solely because a person was at the time of the vote wrongfully
excluded by virtue of the challenged expulsion, suspension or termination, unless
the court finds further that the wrongful expulsion, suspension or termination was in
bad faith and for the purpose, and with the effect, of wrongfully excluding the
member from the vote or from the meeting at which the vote took place, so as to
affect the outcome of the vote.

This section governs only the procedures for expulsion, suspension or termination
and not the substantive grounds therefor. An expulsion, suspension or termination
based upon substantive grounds which violate contractual or other rights of the
member or are otherwise unlawful, is not made valid by compliance with this
section.

A member who is expelled or suspended or whose membership is terminated shall
be liable for any charges incurred, services or benefits actually rendered, dues,
assessments
or fees incurred before the expulsion, suspension or termination or
arising from contract or otherwise.

Any provision of the articles or bylaws
notwithstanding, every corporation shall
furnish annually to its members and directors a statement of any transaction or
indemnification of a kind described in subdivision (d) or (e), if any such transaction
or indemnification took place. If the corporation issues an annual report to all
members, this subdivision shall be satisfied by including the required information in
the annual report. A corporation which does not issue an annual report to all
members, pursuant to subdivision (c) or (d) of Section 6321, shall satisfy this
section by mailing or delivering to its members the required statement within 120
days after the close of the corporation’s fiscal year. Unless otherwise provided by
the articles or bylaws and if approved by the board of directors, that statement may
be sent by electronic transmission by the corporation (Section 20)

Except as provided in subdivision (c), a covered transaction under this section is a
transaction in which the corporation, its parent, or its subsidiary was a party, and in
which either of the following had a direct or indirect material financial interest:

Any director or officer of the corporation, or its parent or subsidiary.

Any holder of more than 10 percent of the voting power of the corporation, its
parent or its subsidiary.

For the purpose of subdivision (d), an “interested person” is any person described
in paragraph (1) or (2) of this subdivision.

For the purpose of subdivision (b), a mere common directorship is not a material
financial interest.

The statement required by subdivision (a) shall describe briefly:

Any covered transaction during the previous fiscal year involving more than
fifty thousand dollars (50,000), or which was one of a number of covered
transactions in which the same interested person had a direct or indirect
material financial interest, and which transactions in the aggregate involved
more than fifty thousand dollars (50,000).

The names of the interested persons involved in such transactions, stating
such person’s
relationship to the corporation, the nature of such person’s
interest in the transaction and, where practicable, the amount of such interest;
provided, that in the case of a transaction with a partnership of which such
person is a partner, only the interest of the partnership need be stated.

The statement required by subdivision (a) shall describe briefly the amount and
circumstances of any indemnifications or advances aggregating more than ten
thousand dollars (10,000) paid during the fiscal year to any officer or director of
the corporation pursuant to Section 5238; provided that no such report need be
made in the case of indemnification approved by the members (Section 5034)
under paragraph (2) of subdivision (e) of Section 5238.

Section 6333
Rights of Inspection

The accounting books and records and minutes of proceedings of the members and the
board and committees of the board shall be open to inspection upon the written demand
on the corporation of any
member at any reasonable time, for a purpose reasonably
related to
such person's interests as a member.

The specific and primary purpose of this corporation is to engage in charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States internal revenue law (the “Code”), by joining its member clubs to provide educational methods, programs, materials, and opportunities that enable the individual members of the clubs to learn and apply the principles and techniques of effective oral communications, leadership, and related subjects, in a manner which provides no pecuniary gain or profit for the individual members of the clubs.

Article III: Limitations

This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of these Articles, this corporation shall not carry on any activities not permitted to be carried on

by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or

by a corporation, contributions to which are deductible under Sections 170(c)(2); 2055(a)(2); 2106(a)(2)(A)(ii); 2522(a)(2); or 2522(b)(2) of the Code.

Except as permitted by law, no substantial part of the activities of this corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Article IV: Property

The property of this corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member (if any) of this corporation, or to the benefit of any private person. Upon the winding up and dissolution of this corporation and after paying or adequately providing for the debts and obligations of this corporation, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes, that has established its tax-exempt status under Section 501(c)(3) of the Code, and that would be able to accomplish the general objectives of this corporation.

Article V: Applicable Corporate Law

Bylaws of Toastmasters International

A governing document of Toastmasters International which shall be modified only by the voting membership.

Amended: Friday, August 23, 2019

Article I: Purpose

Section 1
Toastmasters International is the leading movement devoted to making effective oral communication a worldwide reality.

Through its Member Clubs, Toastmasters International helps individuals learn the arts of speaking, listening and thinking—vital skills that promote self-actualization, enhance leadership potential, foster human understanding, and contribute to the betterment of mankind.

It is basic to this purpose that Toastmasters International continually expand its worldwide network of Member Clubs, thereby offering ever-greater numbers of people the opportunity to benefit from its program.

Section 2
In order to carry out this purpose, Toastmasters International shall:

Organize, recognize, direct, and guide Member Clubs as private associations of individuals seeking to improve their speaking, listening, thinking, and leadership skills.

Utilize its Member Clubs to provide private educational programs, instructional materials, and practice opportunities for those individuals invited to join its clubs, and to afford evaluation and incentive to personal development through appropriate awards and recognition.

Engage in research in speech education, leadership training, communications and related fields; cooperate with accredited educational institutions and other organizations in the furtherance of its objectives; and publish and disseminate educational materials related to oral communication.

Provide communication and leadership programs, Speechcraft programs, leadership training, and instruction in parliamentary procedure, conduct of meetings, group discussion, evaluation methods, and other techniques of communication; and award certificates indicating satisfactory completion of such educational projects as authorized and modified by its Board of Directors.

Provide private training at all levels of its organization to improve the individual’s ability to listen, think, speak, and lead. Toastmasters International shall establish, encourage, and supervise meetings, conventions, seminars, speech contests and such appropriate activities in the furtherance of its educational objectives, with the aim of stimulating interest, participation, and personal improvement of all individual members of its clubs.

Organize, recognize, aid, and provide instruction for special groups who cannot afford or who are otherwise ineligible for a Toastmasters club charter, whose participants desire training in communication and leadership, such as youth groups, groups within correctional and rehabilitation institutions, hospitals, and groups which foster improvements in communication and leadership within recognized educational institutions at all academic levels. The extent of the activities authorized by this paragraph shall be determined by the Board of Directors of Toastmasters International.

Article II: Office

Section 1: Legal DomicileToastmasters International shall be a nonprofit public benefit corporation under the laws of the State of California, United States of America.

Section 2: LocationsThe Board of Directors shall have power and authority to set and to change the location of the principal place of business of the corporation ("World Headquarters") and to establish or discontinue branch offices at any places it may designate.

Article III: Membership

Section 1: How Constituted
The voting members of Toastmasters International shall consist of the following two classes of members, as the term “member” is defined in Section 5056 of the California Corporations Code:

Member Clubs, defined as Toastmasters clubs which, having subscribed to the purposes and ideals of Toastmasters International and having been granted a charter, continue to function in compliance with the conditions set forth in the Articles of Incorporation, these Bylaws, the Club Constitution, the Policies established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Each Member Club shall be entitled to two votes in all matters presented to the voting membership for a decision.

Delegates at Large, who shall consist of the Toastmasters International President, International President-Elect, the First and Second Vice Presidents, the International Directors, Past International Presidents, Past International Directors, and District Directors, subject to the conditions of membership stated in Article III, Section 4, below. Each Delegate at Large shall be entitled to one vote in all matters presented to the voting membership for a decision.

Other persons and entities that are affiliated with Toastmasters International, but are not voting members of the corporation Toastmasters International under Section 5056 of the California Corporations Code, are the following:

Individual members of clubs, who vote only in their respective clubs; and

Gavel clubs, and other entities and programs that Toastmasters International may establish pursuant to Article I, Section 2, Paragraph (f) above.

Section 2: Composition of Member Clubs
Member Clubs are private associations composed of persons seeking to improve their ability to communicate and/or lead. Individual membership in any Member Club is by club invitation, and is open only to individuals who remain in good standing with Toastmasters International under Article III, Section 8, below. No persons shall be excluded from membership in a Member Club because of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individuals, through their own effort, are able to participate in Member Club activities. However, Member Clubs may restrict their membership in other ways, e.g., to the employees of a particular company or agency, residents of a specific community, or people sharing a special interest.

Section 3: Admission and Continuation of Member Clubs
Any group desiring admission as a Member Club of Toastmasters International shall make a written application on forms provided by World Headquarters. Upon adoption by the group and filing with World Headquarters of a properly certified constitution for Member Clubs and upon fulfillment of all requirements established by the Board of Directors, a charter shall be signed by the International President and the Chief Executive Officer. Membership shall commence upon issuance of a charter. No charter shall be issued until the membership dues and new individual member fees stipulated in Article IV have been paid, together with a charter fee. The amount of the new individual member fee and the charter fee, and all other Policies for admission and continuation of Member Clubs may be established and modified by the Board of Directors.

Section 4: Termination and Suspension
The provisions of this section shall govern termination and suspension of voting members of this corporation. The Board of Directors shall prescribe, and may modify, Policies for termination, suspension, and restoration of voting membership status, consistent with these Bylaws. Neither termination nor suspension shall relieve the voting member of any accrued but unpaid obligations of such voting member to this corporation. Voting memberships in this corporation, or any right arising therefrom, may not be transferred or assigned under any circumstances. Any such attempted transfer shall be void. For instance, there shall be no transfer of an issued charter from an inactive Member Club to another group whose members are interested in organizing a new club.

Member Clubs
Voting membership in this corporation shall terminate upon the occurrence of any of the following events or conditions:

nonpayment of amounts owed to this corporation or failure to meet other minimum requirements for Member Clubs set by the Board of Directors and administered by World Headquarters;

voluntary withdrawal, expressed in writing and delivered to World Headquarters; or

expulsion for cause, after a proper hearing, by a three-fourths majority vote of the Board of Directors, under the procedure set forth in Article III, Section 13 below.

A terminated Member Club is not in good standing and is required to return its charter to World Headquarters. Voting membership in this corporation may be suspended upon the occurrence of events or conditions set forth in Policies adopted and modified by the Board. During the period of suspension, a Member Club shall not have any of the rights of a voting member of this corporation, and shall not be considered in good standing.

Delegates at Large
Voting membership in this corporation shall terminate upon the occurrence of any of the following events or conditions:

termination of the person’s service as an officer of this corporation for any reason, except for Past International Presidents and Past International Directors;

death;

voluntary resignation, expressed in writing and delivered to World Headquarters; or

failure to maintain good standing with Toastmasters International under Article III, Section 8, below.

Voting membership in this corporation may be suspended upon the occurrence of events or conditions set forth in Policies adopted and modified by the Board. During the period of suspension, a Delegate at Large shall not have any of the rights of a voting member of this corporation, and shall not be considered in good standing.

Section 5: Liability
No Member Club, Delegate at Large, nor any individual member of any club, shall be personally liable to any creditor, or for any indebtedness or liability, of Toastmasters International, and any and all of the creditors of the corporation shall look only to the assets of the corporation for payment. Furthermore, this corporation is not legally responsible for any liability or debt incurred by any Member Club, Delegate at Large, or any individual member of any club. Toastmasters International may provide certain benefits to Member Clubs, such as group tax exemption rulings and insurance coverage, and may establish Policies for Member Clubs, but these actions shall not cause this corporation to be liable for the acts or omissions of any Member Club.

Section 6: Use of Collective Membership Marks
Toastmasters International is the owner of a number of collective membership marks, including the following: “TOASTMASTER”, “TOASTMASTERS”, “TOASTMASTERS INTERNATIONAL”, and the “official emblem”. Member Clubs have the right to use these collective membership marks pursuant to restrictions and requirements set by the Board of Directors. These marks can only be used by the Member Clubs to indicate membership in the clubs. Member Clubs shall not permit any individual member of a club or any other person or entity to use the collective membership marks without prior written approval from the Chief Executive Officer of Toastmasters International. The Member Clubs recognize that all use of the collective membership marks by the clubs inures to the benefit of this corporation. Member Clubs shall take no action which jeopardizes or imperils the validity of the collective membership marks or impairs the value of such marks. Member Clubs shall use the collective membership marks only in the form and manner as prescribed by this corporation, and shall not use any other trademark or service mark in connection with the collective membership marks without prior written approval of the Chief Executive Officer. A Member Club shall promptly notify World Headquarters of any unauthorized use of any of the corporation’s collective membership marks, trade names, trademarks, service marks, and/or copyrights which come to the club’s attention. The corporation shall have the sole right and discretion to bring infringement or unfair competition proceedings involving its collective membership marks, trademarks, service marks, trade names, and copyrights. Use of any of said marks, names, or copyrights by a Member Club or by an individual member of a club in a manner which does not comply with the Policies established by the Board of Directors is prohibited.

Section 7: Nondiscrimination
This corporation shall not discriminate, in the conduct of its programs and activities, against any persons on the basis of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individuals, through their own effort, is able to participate in the program or activity.

Section 8: Good Standing of Individual Members of Clubs
Upon an individual’s initial admission to membership in any Member Club, that individual shall be presumed to be in good standing with Toastmasters International. An individual member shall continue in good standing with Toastmasters International so long as the individual is a member of a club and:

the club of such member is not suspended or terminated;

the club, or member when verified by a club officer, pays when due the new individual member fees and membership dues payments for such member to Toastmasters International;

the club continues to recognize the individual as a member in good standing of the club; and

the individual member has not been suspended or removed from good standing with Toastmasters International by action of the Board of Directors as set forth below.

The Board of Directors of Toastmasters International may suspend or remove from good standing any individual member of any club, or take any other appropriate reasonable action with respect to the good standing of any individual member of a club, by a three-fourths majority vote of the Board, under the procedure set forth in Article III, Section 13 below. Any suspension or removal of an individual member from good standing with Toastmasters International shall operate as a suspension or expulsion from each and every club with which that individual member is affiliated, and that individual shall not be eligible for membership in any club unless and until the individual's good standing with Toastmasters International has been restored by a three-fourths majority vote of the Board of Directors.

Section 9: Designated Representatives of Member Clubs
Member Clubs shall exercise all the rights and obligations of membership, including the right to vote, through a designated representative or proxyholder. The designated representative of a Member Club, unless otherwise provided in these Bylaws, shall be the president of the Member Club.

Section 10: Membership Roster
This corporation shall keep a membership roster containing the name of each voting member (Member Club and Delegate at Large) and the last address provided to this corporation by the voting member for purposes of notice. The roster shall indicate whether a voting member is in good standing with Toastmasters International.

Section 11: Voting Members’ Rights
Subject to these Bylaws and this corporation’s other Policies, voting members of this corporation shall have the right to vote, as set forth in these Bylaws, on:

the election of the International President-Elect, the International President when there is no International President-Elect to succeed to that office, the First and Second Vice Ppresidents, and the other International Directors of this corporation;

Section 12: Dues and Financial Levies
Each Member Club must pay to this corporation, within the time and on the terms set by the Board of Directors, membership dues and such other fees and charges as the Board may establish, as a condition of voting membership. For Delegates at Large, payment of their individual membership dues to Toastmasters International made or verified by their respective clubs shall be sufficient to maintain their voting membership in this corporation. Voting memberships in this corporation shall not be subject to mandatory financial levies by this corporation or any part of this corporation.

Section 13: Disciplinary Proceedings
The following procedure for termination or suspension of a Member Club or a Delegate at Large by the Board of Directors under Article III, Section 4, is designed to qualify as fair and reasonable under Section 5341(c) of the California Corporations Code. The procedure also applies to the suspension, removal, or other action by the Board with respect to the good standing of an individual member of a club. The term “charged member” in this section shall refer to the Member Club, the Delegate at Large, or the individual member of a club, as the case may be.

The Board of Directors shall pass a resolution stating

the proposed disciplinary action;

the reasons therefore;

the proposed date for the disciplinary action to take effect; and

the date, time, and place for a hearing before the Board for the charged member. The date for the hearing shall be not less than five (5) days before the proposed effective date.

The Chief Executive Officer shall send written notice of the hearing to the charged member by first class mail to the last address of the member shown on this corporation’s records or by any other means reasonably calculated to provide actual notice of the matters stated in the Board resolution. Such notice shall be sent not less than 20 days before the hearing date.

The Board may take interim disciplinary actions pending the hearing, if necessary to protect the vital interests of Toastmasters International or to prevent any imminent harm to Toastmasters International or any of its affiliates.

The charged member may choose to appear at the hearing (in person, by telephone conference call, and/or through a representative), or make a written, videotaped, or audio taped statement to the Board, at the charged member’s own cost. The Board may place reasonable restrictions on the length of the charged member’s presentation. Any statement in writing or other physical form must be received by the Chief Executive Officer not less than 48 hours before the hearing date.

After the hearing is ended and the charged member has been excused, the Board shall discuss and vote on the proposed disciplinary action. The deliberations shall be limited to considering only the evidence presented during the hearing and the charges stated in the Board resolution. To take disciplinary action, a three-fourths majority of the Board must be persuaded that, more probably than not, one or more of the allegations charged in the resolution are true. The decision of the Board of Directors shall be final.

The disciplinary procedures set forth in Robert’s Rules of Order Newly Revised shall not apply to disciplinary matters considered by the Board of Directors. The reference to Robert’s Rules in Article XIII, Section 5(a), below, applies only to parliamentary procedure for the conduct of business meetings.

The Board has complete and sole discretion to decide questions that may arise regarding this disciplinary procedure in order to ensure that it is conducted in good faith and in a fair and reasonable manner, considering the best interests of the organization and the individual and clubs affected. The Board is authorized to adopt and modify specific Policies for disciplinary proceedings, and the rights of the charged member are limited to those stated in such Policies and in this section, and no other rights should be presumed or inferred. The charged member does not have any absolute right to legal counsel, to identify or confront witnesses against the member, or to more information about the charges or the evidence beyond that provided in the notice of hearing. All types of evidence, including statements from persons who are not present at the hearing, may be considered. All proceedings shall be conducted and materials shall be presented to the Board in English. A decision by the Board to permit or not permit certain forms of participation in one disciplinary situation shall not bind the Board to the same approach in another situation.

If the disciplinary matter is complex or difficult, due to the number of persons charged, the extent of the evidence, the need for pre-hearing negotiations, the nature of the charges or the defense, or other circumstances, the Board may delegate authority to the Executive Committee, or to a disciplinary committee appointed under Article VII below, to conduct some or all of the aspects of the disciplinary process set forth above, substituting such committee for the Board in each instance. However, a final decision to take disciplinary action must be made or confirmed by a three-fourths majority vote of the Board. If the hearing described in Paragraph (d) above has taken place before such committee, a subsequent hearing need not be held before the Board unless the Board increases the severity of the action taken.

Article IV: Revenue

Section 1: Source
The operations of Toastmasters International shall be financed by membership dues; new individual member fees; charter fees; sales of literature, products and supplies; interest; and any other sources of revenue. The corporation’s fiscal year shall begin January 1.

Section 2: Membership Dues Payment

At the time that a new individual member is admitted into a club, the club or the individual member when verified by a club officer, shall remit to Toastmasters International a new individual member fee and prorated membership dues for the period commencing with the first day of the month of the person’s admission and ending on the next dues renewal report date.

The amount of all dues and fees and the schedule for payment shall be determined by a two-thirds vote of the entire Board of Directors. The Board shall establish and may modify Policies for the collection of dues payments, including proration of new clubs’ payments, postponement or reduction of membership dues in the event of a natural disaster or other extenuating circumstances affecting a Member Club’s ability to pay, or other appropriate measures.

A club officer of a Member Club shall, on request of an individual member in good standing, furnish such person with documentation showing the date to which the individual member’s membership dues is made, which will entitle the person, when transferring to another club, to do so without paying Toastmasters International membership dues for that period.

Section 3: Official Publication
The Toastmaster magazine shall be the official publication of Toastmasters International. No change in the Member Clubs’ financial obligations to this corporation shall be effective unless and until that change is made public in the Toastmaster or on the Toastmasters International website.

Article V: Board of Directors

Section 1: How Constituted
A voting member of the Board of Directors may be referred to as a "Board Member" and collectively they may be referred to as "Board Members" in these Bylaws. The authorized number of Board Members of this corporation shall be not less than 17 and not more than 25, the exact number to be set by the Board of Directors. The Board of Directors shall consist of the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and one (1) International Director from each geographic region. Except for the Immediate Past International President and the International President, all Board Members shall be elected by the voting membership of Toastmasters International. The Chief Executive Officer of Toastmasters International shall be an ex officio member of the Board without voting privileges.

Section 2: Powers
Except as otherwise provided in these Bylaws, the powers of Toastmasters International shall be exercised, its property controlled, and its affairs conducted by or under the direction of the Board of Directors.

Whenever in these Bylaws the Board of Directors is empowered to take any action, it shall be deemed, unless otherwise specified, that the Board Members may take such action from time to time.

Section 3: Meetings

Regular meetings of the Board of Directors shall be held immediately preceding and immediately following each Annual Business Meeting of Toastmasters International at the place where such Annual Business Meeting shall be held.

Other meetings of the Board shall be held at such times and places as determined by resolution of the Board, or upon call of the Executive Committee, or upon the request of eight (8) or more International Directors. Upon receipt of such call or written request, the Chief Executive Officer shall give to each Board Member, by first-class mail, telephone (including a voice messaging system), facsimile transmission or other electronic transmission such as e-mail (in compliance with Article XIII, Section 9, below), or personal delivery, at least 10 days’ notice of the date, time, and place of the meeting. The notice shall include a statement of the purposes of the meeting, but the business transacted at such meeting shall not be limited by such statement.

The act of a majority of the Board Members present at a meeting at which a quorum, as defined in Article XI, Section 2, is present shall be the act of the Board of Directors, except as otherwise provided in these Bylaws or in the California Nonprofit Public Benefit Corporation Law. Where the vote of a majority or a greater number “of the Board” is required for a particular action, the vote shall be calculated using the number of Board Members present at a duly-noticed meeting at which a quorum is present. Where the vote of a majority or a greater number “of the entire Board” is required for a particular action, the vote shall be calculated using the total number of Board Members then in office. The chair of the meeting may vote at any time.

The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the Board Members not present provides a written waiver of notice, a consent to holding the meeting, or an approval of the minutes in writing, which may include electronic mail or facsimile transmitted by a Board Member in compliance with Article XIII, Section 9, below. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Board Member who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Board Members, if any action taken is approved by at least a majority of the required quorum for such meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting if all Board Members shall individually or collectively consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of such Board Members. Written consent shall include electronic mail or facsimile transmitted by a Board Member in compliance with Article XIII, Section 9, below.

Board Members may participate in a meeting through use of conference telephone or electronic video screen communication so long as all Board Members participating in such meeting can hear one another. Board Members may also participate in a meeting through use of electronic transmission from and to the corporation in compliance with Article XIII, Section 9, so long as

each Board Member participating in the meeting can communicate with all of the other members concurrently; and

each Board Member is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.

Section 4: Duties
The Board of Directors shall:

Devise strategic measures for the growth and development of the organization;

Direct the conduct of the activities and affairs of the corporation and the exercise of all its corporate powers;

Appoint a Chief Executive Officer and fix compensation for that individual's service;

Obtain the services of a certified public accounting firm to audit the records of the corporation at the close of each fiscal year, and to certify to the Board and to the Member Clubs a report of the corporation’s financial status;

Appoint standing committees and all other committees not otherwise provided for;

Fill any vacancies on the Board of Directors for the unexpired portion of the term vacated (or decide not to do so), except that

a vacancy in the Immediate Past International President’s office or the International President-Elect’s office shall not be filled,

in the event of a vacancy in the International President’s office, the Board may choose to leave the position vacant and assign the Immediate Past International President or the International President-Elect, while retaining that office, to serve also as Acting International President or the Board may appoint the International President-Elect to immediately succeed to the position of International President, thereby vacating the office of International President-Elect, and provided that any vacancy shall be filled by a person who has met the qualifications for that position stated in Article IX, Section 2, for the preceding 12 months, and further provided that if the number of Board Members in office is less than a quorum for any reason, vacancies on the Board may be filled in a manner complying with Section 5224 of the California Corporations Code;

Divide that territory in which Member Clubs are located into geographic regions, as nearly as possible equal in number of clubs after giving proper consideration to potential growth of the organization and further, to accomplish the staggered terms of international directors, divide the regions into two groups and assign each group to even or odd successive election years in a manner that is reasonably fair and balanced;

Review the regional boundaries and the regional assignment of undistricted Member Clubs not less than once every three (3) years, and, by a two-thirds vote of the entire Board, make such revision of regional boundaries and such reassignment of undistricted clubs to regions as may be necessary to provide, insofar as possible without abolishing the contiguousness of the several districts within the respective regions, that the total number of Member Clubs in each geographic region shall be not more than 15% of the total number of member clubs in good standing at the end of the fiscal year immediately preceding any such Board action; and

Conduct the programs, activities, and affairs of the corporation so as to further the charitable and educational purposes of Toastmasters International, to abide by the requirements of law applicable to nonprofit corporations, and to ensure that any management powers delegated to others shall be exercised under the ultimate direction of the Board.

Section 5: Board Actions on Shorter Notice
If time does not permit 10 days’ notice, the International President may call a meeting of the Board on 72 hours’ notice given personally, by telephone (including a voice messaging system), by facsimile transmission, or by other electronic transmission such as e-mail in compliance with Article XIII, Section 9, below. The notice shall state the matter or matters to be considered, but the business transacted at the meeting shall not be limited by such statement.

Section 6: Executive Committee

There shall be an Executive Committee of the Board of Directors, composed of the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, and the Chief Executive Officer, who shall be an ex officio member without voting rights. In the event of a vacancy in the office of any voting member of the Executive Committee which is not filled by appointment or election of a new officer to fill that vacancy, the Board of Directors shall, by majority vote of the entire Board, select one (1) of the International Directors who has served a year on the Board to serve on the Executive Committee until the term of the vacated office expires.

The Executive Committee shall prepare and submit to the Board of Directors a recommended budget showing the amount of anticipated receipts and expenditures for the ensuing fiscal year. The budget once adopted by the Board shall become the financial policy of this corporation for the ensuing fiscal year. This committee shall have such additional powers as the Board may delegate to it, and between Board meetings shall have the power of the Board to transact business of an urgent nature requiring immediate action, subject to the limitations on powers of committees of the Board stated in Section 5212 of the California Corporations Code.

All actions of the Executive Committee shall require four (4) affirmative votes, which may include the vote of the chair of the meeting. Meetings and actions of the Executive Committee shall be governed by and held and taken in accordance with the provisions of this Article V concerning meetings and actions of the Board of Directors, with such changes in the content of those bylaws as are necessary to substitute the Executive Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of the Executive Committee and shall be filed with the corporate records. All transactions of the Executive Committee shall be reported in full at the next meeting of the Board of Directors and shall be subject to the approval of the Board.

Section 7: Standards of Conduct

General
A Board Member shall perform the duties of a member of the Board, including duties as a member of any Board committee on which the Board Member may serve, in good faith, in a manner such Board Member believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a member of the Board, a Board Member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by

one or more officers or employees of this corporation whom the Board Member believes to be reliable and competent as to the matters presented;

counsel, independent accountants, or other persons as to matters which the Board Member believes to be within such person’s professional or expert competence; or

a Board committee upon which the Board Member does not serve, as to matters within its designated authority, provided that the Board Member believes such committee merits confidence; so long as in any such case, the Board Member acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

A person who performs the duties of a member of the Board in accordance with this section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Board Member, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which this corporation, or assets held by it, are dedicated.

Investments
Except with respect to assets held for use or used directly in carrying out this corporation’s charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation’s capital. No investment violates this paragraph where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.

Loans
Without the approval of the Attorney General of California, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any Board Member or officer of the corporation, unless permitted by Section 5236 of the California Corporations Code; provided, however, that this corporation may advance money to a Board Member or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such Board Member or officer of the corporation so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Self-dealing Transactions
The Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its Board Members has a material financial interest, unless the transaction comes within Section 5233(b) of the California Corporations Code.

Article VI: Officers

Section 1: Officers
The officers of Toastmasters International shall be the International President, the International President-Elect, the First and Second Vice Presidents, the Immediate Past International President, the International Directors, the Secretary, the Treasurer, the Chief Executive Officer, and the District Director for each District of Toastmasters International. All of the officers are subordinate and responsible to the Board of Directors.

Section 2: Ex Officio Officers
Each Past International President of Toastmasters International shall be an ex officio officer, so long as the individual qualifies as a Delegate at Large under Article III, Section 4(b) above.

Section 3: Subordinate Officers
The Board of Directors may appoint and fix the tenure of such subordinate officers, agents, or representatives as the business of the corporation may require. Except for the officers who are also Board Members, the Board of Directors may alter and re-establish the titles of any officers of this corporation by Policy, notwithstanding the titles that may be ascribed to such officers in Article XII, pertaining to Districts, or elsewhere in the Bylaws. If such titles are altered, by amendment to these Bylaws or by Policy, those who occupied an office under a previous title may be referred to either by the altered title or by a previous title, as necessary or appropriate under the circumstances.

Section 4: International President
The International President shall serve as the chair of the Board of Directors and of the Executive Committee, and an ex officio member of all other committees except the International Leadership Committee and the Advisory Committee of Past Presidents. The International President presides at the Annual Business Meeting of Toastmasters International and prior to the opening of that meeting shall appoint such officers and committees as may be required to transact the business of the meeting. The International President shall also have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 5: International President-Elect, Vice Presidents

International President-Elect
The International President-Elect shall perform such duties as usually pertain to this office or as may be assigned by the International President or the Board of Directors, by resolution or through Board-established Policies. The International President-Elect shall assume the duties of the International President to chair the Board of Directors and the Executive Committee if the International President is temporarily absent or unable to act.

First Vice President
The First Vice President shall perform such duties as usually pertain to this office or as may be assigned by the International President or the Board of Directors, by resolution or through Board-established Policies.

Second Vice President
The Second Vice President shall perform such duties as usually pertain to this office or as may be assigned by the International President or the Board of Directors, by resolution or through Board-established Policies.

If the position of the International President, the International President-Elect, or the First or Second Vice Presidents is vacated for any reason, or if that officer is absent or unable to act, and prior to the filling of any vacancy in such officer position, the duties of such officer (other than the International President’s duties as chair, provided for in (a) above) shall be reassigned to other Board Members by the Board of Directors or by the Executive Committee.

Section 6: Chief Executive Officer
The Chief Executive Officer shall be under the supervision of the Executive Committee and the control of the Board; shall be appointed by a two-thirds vote of the entire Board, and may be terminated with or without cause by a majority vote of the entire Board upon reasonable written notice, subject to any rights the Chief Executive Officer may have under a written contract of employment, if any. The Chief Executive Officer shall perform the duties usually performed by the business manager of a nonprofit corporation; shall give bond for the faithful performance of such duties in such sum and with such sureties as the Board may determine; and shall present such reports to the Board, officers and Member Clubs as the business of the organization may require. The Board shall prescribe the authority and duties of the Chief Executive Officer.

Section 7: Secretary
The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to serve as Secretary of Toastmasters International who shall perform the duties usually performed by the Secretary of a nonprofit corporation without additional compensation for serving in that office.

Section 8: Treasurer
The Board of Directors, at its meeting immediately following the Annual Business Meeting, shall appoint an employee of World Headquarters to serve as Treasurer of Toastmasters International who shall perform the duties usually preformed by the Treasurer of a nonprofit corporation without additional compensation for serving in that office.

Section 9: Compensation
No officers, except the Chief Executive Officer, the Secretary, and the Treasurer, shall receive any compensation from this corporation.

Section 10: Tenure of Board Members

The terms of office of all members of the Board of Directors elected at any Annual Business Meeting or other voting membership meeting shall commence at the adjournment of such meeting and shall expire at the adjournment of the subsequent Annual Business Meeting at which their successors take office. The International President-Elect shall continue in that office for one (1) year; upon the adjournment of the next Annual Business Meeting he or she shall assume the office of International President and continue in that office for one (1) year; and upon the adjournment of the next following Annual Business Meeting the individual shall assume the office of Immediate Past International President and continue in that office for one (1) year. Both the First and Second Vice Presidents shall continue in office for one (1) year. Each of the International Directors shall continue in office for two (2) years. All members of the Board of Directors shall serve until their successors are elected or appointed or otherwise take office, or until the Board Member’s resignation, death, or removal.

Resignations by Board Members shall be effective upon receipt in writing by the Secretary of this corporation, unless a later effective date is specified in the resignation. If a Board Member is incapacitated but has executed an appropriate power of attorney document prior to becoming incapacitated, the person holding the power of attorney may submit the resignation on behalf of the incapacitated Board Member.

The voting membership of Toastmasters International (as defined by Article III, Section 1, above) may remove any person from a position as an International Director at any time, with or without cause, by majority vote. The Board of Directors by a three-fourths vote of the entire Board may remove any person from a position as an officer listed in Section 1 of this article (other than the Chief Executive Officer), with or without cause at any time. The Board may, by a three-fourths vote of the entire Board, remove any person from a position as a Board Member elected by the voting membership only

if the Board Member is not in good standing with Toastmasters International as defined in Article III, Section 8, above; or

if the Board Member is no longer an active individual member of a Member Club.

A vacancy shall be deemed to exist on the Board of Directors in the event that the actual number of Board Members is less than the authorized number for any reason.

Article VII: Committees

Section 1: Function and Composition of Committees
The function of each committee of the Board of Toastmasters International (other than the Executive Committee and the International Leadership Committee) shall be to assist the Board of Directors by studying and reviewing matters within its jurisdiction or specifically assigned to it by the Board, and making recommendations thereon to the Board. The Board of Directors may provide for such committees as it deems necessary or convenient for the proper governance and operation of Toastmasters International. Except as otherwise expressly provided in these Bylaws, the Board of Directors shall determine, for each committee, through Policies:

how the committee shall be designated or named;

any restrictions or conditions on who shall chair the committee, including whether such an individual shall be a member of the Board of Directors;

the composition of the committee, including whether a majority of its members shall be members of the Board of Directors;

the term in office and process for selecting the chair and the members of the committee and their successors, if any; and

the duration of existence of any committee, whether fixed or indefinite. Any committee member may be removed at any time by the Board. Except for committees described in these Bylaws, the Board shall have the power to discontinue any committee. All files and records of all committees shall be the property of Toastmasters International.

Section 2: Standing Committees
The standing committees of the Board shall be the Executive Committee, the International Leadership Committee, the Advisory Committee of Past Presidents, the Audit Committee, and such other committees as the Board may establish. Only the Executive Committee may act with the authority of the Board, as limited by Article V, Section 6, Paragraph (b) above. The Board may prescribe Policies for the governance and operation of committees.

Section 3: International Leadership Committee
The International Leadership Committee shall be composed of three (3) Past International Presidents, one of whom shall be appointed chair; and one (1) individual member of a club from each geographic region who is a Past International Director or a Past District Director; none of whom shall be a member of the Board of Directors nor shall have served on the International Leadership Committee during the preceding two (2) years. No member of this committee shall be eligible for nomination as a Board Member at any election for which the committee is nominating candidates or at any international election held within one (1) year after the end of the committee member’s term. Members of this committee shall be appointed by the International President-Elect subject to ratification by the Executive Committee, members may be removed, and vacancies shall be filled, under Policies set by the Board of Directors. It shall be the duty of this committee to review, evaluate and identify leadership development potential and opportunities throughout the organization and to nominate International Officer and Director candidates in the manner and at the times provided in Article VIII of these Bylaws. The members of the International Leadership Committee shall be appointed no later than, and shall commence their service in, August each year. Members of this committee shall be divided into groups corresponding to the two groups of regions, and shall serve staggered terms of two (2) years, except for the Past International Presidents, who shall serve terms prescribed under Policies set by the Board of Directors.

Section 4: Advisory Committee of Past Presidents
The Advisory Committee of Past Presidents shall be composed of all Past International Presidents of Toastmasters International, who are active members, with the Immediate Past International President serving as chair. This committee may submit comments and recommendations for the consideration of the Board to the committee representative, the Immediate Past International President.

Section 5: Audit Committee
The Audit Committee shall be comprised and function in accordance with the California Nonprofit Integrity Act of 2004 and any subsequent or superseding statutes. The Board of Directors shall remain responsible for oversight and supervision of the Audit Committee as an advisory committee to the Board.

Article VIII: Nominations

Section 1: International President and Vice Presidents
The International Leadership Committee shall nominate each year, under Policies set by the Board of Directors, at least one (1) candidate and not more than two (2) candidates for each of the offices of International President-Elect, First Vice President, and International President if there is no International President-Elect to succeed to that office. A second nominee for the office of First Vice President must be named, if so desired, by one-third of the members of the Committee. At least two (2) candidates shall be nominated for the office of Second Vice President. The report of the Committee shall be published in the Toastmaster magazine or on the Toastmasters International website at least 60 days prior to the Annual Business Meeting, and shall also be presented to the meeting in written form prior to the election of officers.

Section 2: International Directors
The International Leadership Committee shall nominate, for each geographical region that has an International Director’s term expiring in that year, under Policies set by the Board of Directors, at least two (2) candidates for election to the Board of Directors, but may nominate one (1) candidate only if no other willing and able candidate can reasonably be found.

Section 3: Nominations from the Floor
Nominations made by the International Leadership Committee shall be effective when officially announced by the International Leadership Committee. Additional nominations of qualified International Officer and Director candidates may also be made from the floor at the Annual Business Meeting, with the consent of the persons so nominated. Prior to running from the floor a candidate must have completed the International Leadership Committee's evaluation process in the same election cycle in which the candidate stands for election at the Annual Business Meeting.

Article IX: Elections

Section 1: Time
The International President-Elect, the First and Second Vice Presidents, the International Directors from one (1) of the two (2) groups of the regions, and the International President if there is no International President-Elect to succeed to that office, shall be elected at each Annual Business Meeting.

Section 2: Qualifications

All persons elected under Article IX, Section 1, above, must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws and must be active individual members in a Member Club at the time of their election and throughout their terms of office.

To be elected International President-Elect or International President, at the time of election, a person shall have served at least one complete term as a Vice President. To be elected a Vice President, at the time of election, a person shall have served a two-year term as an International Director. A qualified person may only stand for election to one, and only one, of the said offices at any Annual Business Meeting.

No person shall be elected to any International Director position unless at the time of election that person either

shall have served an entire term as a District Director and as an Immediate Past District Director or

shall have served as the chair or chief officer of a non-district administrative unit during the entire administrative year immediately before the unit became a District or Provisional District or shall have served as such officer and as District Director during the entire administrative year in which the unit became a District or Provisional District, and in both such cases, such service shall have been completed at least two (2) years before the time of the election.

There shall be one (1) International Director from each of the geographic regions. An International Director candidate must have been an active member of a Toastmasters club in good standing in the region from which the candidate is nominated during the entire 12-month period immediately preceding such candidate’s nomination by the International Leadership Committee or at the Annual Business Meeting. For the purpose of determining the qualifications of International Directors, the club and geographic region of each director at the time of election shall be considered unchanged during the entire term of office, notwithstanding any change of residence a director may make during such term or boundary revision.

The International Officers and Directors shall not be elected to serve consecutive terms in the same office. The International Officers and Directors are not eligible to be elected to an office they have previously served in.

Section 3: Balloting
The ballots used at the Annual Business Meeting shall contain the names of the candidates, listed in alphabetical order by offices and by geographic regions, with an equal number of blank spaces for use in the event of nominations from the floor. The voting members of Toastmasters International shall vote, and the election shall be conducted, in the manner provided in Article X, under Policies set by the Board of Directors. A majority of all votes cast shall be required for the election of the International President-Elect, the First and Second Vice Presidents, the International President if applicable, and each of the International Directors. In the event any ballot cast does not show a majority for any nominee for any of those offices, there shall be further balloting for that office. Prior to the second ballot, the nominee having the lowest vote on the first ballot and any nominee receiving less than 10% of the votes cast shall be dropped, and on each succeeding ballot the same procedure shall be followed until a nominee shall have received a majority of all votes cast. In case of a tie between two remaining nominees, the election shall be decided by lot.

Cumulative voting is not permitted.

Section 4: Manner of Holding Elections
The date, time, and place of the Annual Business Meeting of the voting membership of this corporation shall be set by the Board of Directors. The Board may also call a special meeting of the voting membership if the Board decides that such a meeting is in the best interests of the corporation, under Policies set by the Board. In the event that an Annual Business Meeting cannot be held during any year because of a national emergency, international crisis, or other reason, or in the event that a quorum is not present at any Annual Business Meeting, that year’s election of International Officers and Directors shall be conducted by mail vote under Policies set by the Board. Any Policies adopted by the Board under this section shall comply with the California Nonprofit Public Benefit Corporation Law.

Article X: Annual Business Meeting

Section 1: Voting By Member Clubs
Each Member Club in good standing with Toastmasters International on the record date established by Article X, Section 8, shall be entitled to two (2) votes at the Annual Business Meeting, which shall be cast by the club’s duly authorized delegate if the club wishes to be considered present and voting at the meeting. Delegates must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws. Any other individual member of any club may attend the Annual Business Meeting as a nonvoting observer.

Section 2: Proxies
Any Member Club, if unrepresented at the Annual Business Meeting by a delegate or proxyholder from among its own active individual members, may designate in writing any active individual member of any other Member Club as its proxyholder. Upon presentation of proper credentials, such proxyholder shall have the right to vote for the club represented in addition to any other right to vote which such proxyholder may have. All forms of proxy designation must conform to Policies set by the Board of Directors in compliance with the California Nonprofit Public Benefit Corporation Law. All proxyholders must be in good standing with Toastmasters International under Article III, Section 8 of these Bylaws.

Section 3: Credentials
The authority of each delegate shall be evidenced by a certificate signed by the president or secretary of the Member Club. The authority of a proxyholder shall be evidenced by a certificate signed by the president or secretary of the club represented by proxy. All certificates must be presented to the Credentials Committee at the Annual Business Meeting to entitle delegates and proxyholders to participate in and vote at the meeting. All certificates shall be on forms furnished by the Chief Executive Officer, under the authority and supervision of the Board of Directors.

Should the Credentials Committee report adversely on any certificate, the person named therein shall have the right to appeal to the Annual Business Meeting. The majority decision of the votes cast on the appeal to the Annual Business Meeting shall be final, with those votes in question not being exercised.

Section 4: Voting By Delegates At Large
Each Delegate at Large, as defined in Article III, Section 1, Paragraph (b), in good standing with Toastmasters International on the record date established by Article X, Section 8, shall be entitled to one (1) vote at any Annual Business Meeting at which that individual is present. Delegates at Large may not vote by proxy.

The authority of each Delegate at Large shall be evidenced by a credential certificate on a form furnished by the Chief Executive Officer, under the authority and supervision of the Board of Directors.

Section 5: Resolutions

For proposed amendments to the Articles of Incorporation, these Bylaws, or the Club Constitution for Clubs of Toastmasters International, a proposed resolution embodying the same must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting, except for matters submitted by the Board of Directors, reports of other officers, and courtesy resolutions of thanks and appreciation, or unless otherwise ordered by the Board or by unanimous consent of the Annual Business Meeting. Resolutions shall be in substantially the following form: “The Annual Business Meeting of Toastmasters International hereby RESOLVES that…”. Bylaw amendment resolutions are subject to additional requirements set forth in Article XIV of these Bylaws. No proposed amendment to the Articles of Incorporation shall be submitted to the voting members without first receiving approval by the Board of Directors.

No other matter shall be acted upon by the Annual Business Meeting unless a proposed resolution embodying the same shall have been presented in writing to the Board of Directors by December 31 before the Annual Business Meeting. Resolutions shall be in substantially the following form: “RESOLVED that the Annual Business Meeting of Toastmasters International recommends to the Board of Directors that...”

The Board shall make its recommendations on those resolutions that proceed to the Annual Business Meeting for such action as the voting membership of this corporation may determine. Any resolution not presented in writing to the Board in full compliance with this section will not be eligible for submission and shall not be submitted to the Annual Business Meeting unless the Board, in its sole discretion, decides to handle the resolution otherwise.

Any motion or resolution to suspend the rules at the Annual Business Meeting shall require a two-thirds vote of the votes cast in person (or, in the case of Member Clubs, by proxy), and shall not operate to suspend or set aside any provision of these Bylaws except by unanimous consent.

Section 6: Voting
Voting at the Annual Business Meeting shall be limited to accredited delegates or proxyholders representing Member Clubs and Delegates at Large. Voting may be by ballot or voice vote, as called for by the chair, except that elections of Board Members shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote of the voting membership. If the secret ballot is dispensed with in the case of an unopposed candidate, the Secretary of the meeting may be instructed to vote a single ballot for that candidate. Every decision or act made or done by a majority of the votes cast in person (or, in the case of Member Clubs, by proxy) at an Annual Business Meeting or other duly held meeting of the voting membership at which the required quorum is present, is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.

Section 7: Notice
The Chief Executive Officer shall give or cause to give notice of each meeting of the voting membership, including the Annual Business Meeting, to each voting member who, as of the record date for notice of the meeting (see Article X, Section 8), would be entitled to vote at such meeting. The notice shall be given, addressed to the last address provided by the voting member to this corporation for purposes of notice, either personally or by telegram, telephone, facsimile transmission, or mail not less than twenty (20) nor more than ninety (90) days before the date of such meeting.

The notice shall state the place, date, and time of the meeting and

in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted; or

in the case of the Annual Business Meeting, the names of all those who are nominees for Board Member positions as of the date of the notice, and those matters which the Board, as of the date of the notice, intends to present for action by the voting members, but any proper matter may be presented at the Annual Business Meeting for such action.

Unless the vote of the voting membership is unanimous, any of the following votes shall be valid only if the general nature of the action approved was stated in the notice of the meeting at which the vote occurred:

Section 8: Record Dates
A voting member holding a membership as of the close of business on the record date shall be deemed a voting member of record. The record date for the purpose of determining which voting members are entitled to notice of the Annual Business Meeting or any other voting members’ meeting shall be the ninetieth day before the date of the meeting. The record date for the purpose of determining which voting members are entitled to vote at the Annual Business Meeting or any other voting members’ meeting shall be the seventh day before the date of the meeting. Record dates for any other purpose shall be set by the Board of Directors in accordance with the California Nonprofit Public Benefit Corporation Law.

Article XI: Quorum

Section 1: Annual Business Meeting, Special Meetings, Mail Votes

Both one-third of all the votes held by voting members of Toastmasters International, and one-third of the Member Clubs, represented either in person or by delegates or (in the case of Member Clubs) proxyholders, shall be required to constitute a quorum for the transaction of business at the Annual Business Meeting, at special meetings of the voting membership, and for mail votes of the voting membership.

A meeting at which the required quorum is initially present may continue to transact business notwithstanding the withdrawal of enough voting members or Member Clubs to leave less than the required quorum, so long as any action taken thereafter is approved by at least a majority of both required quorum numbers of votes held by voting members.

Section 2: Board of DirectorsA majority of the authorized number of Board Members, which must include the International President, the International President-Elect, or a Vice President, shall constitute a quorum at any meeting of the Board of Directors.

Section 3: CommitteesA majority of the members of any standing or other Board committee shall constitute a quorum, except that a quorum for the Executive Committee shall be four (4) of the five (5) members who have voting rights.

The Board of Directors may, by Policy, provide an alternative process for the Advisory Committee of Past President to achieve a quorum or conduct business when a quorum is not present.

Article XII: Districts

Section 1: How Established
For the purpose of efficient administration, the Board of Directors of Toastmasters International is authorized to divide the territory covered by Member Clubs into Districts, or form new Districts and establish the boundaries thereof. Each District shall be designated by a number. Each District shall be divided into Areas, each under the direction of an Area Director. The District shall organize Areas together into Divisions, each under the direction of a Division Director. Each District shall abide by the District Administrative Bylaws issued, and modified, by the Board of Directors.

Section 2: How Financed
District expenses shall be paid, subject to the approval of the Board of Directors, out of Toastmasters International funds authorized by the Board for District activities and operations in accordance with District expense policies adopted by the Board. No District, Area, or Division officer shall receive a salary or other compensation, but may receive reimbursement for travel and other expenses incurred on behalf of Toastmasters International, as set forth in the District expense policies.

Section 3: How Administered

District Officers

The elective officers of each District shall be a District Director, a Program Quality Director, a Club Growth Director and such other elective or appointive officers as the District Administrative Bylaws may provide. Appointive officers shall be appointed by and shall serve at the will of the District Director, subject to the approval of the District Council. Division and Area Directors, elected or appointed, are also District officers. The terms of all District officers shall commence at midnight on July 1 and end on the following June 30 at 11:59 p.m. All District officers must be active individual members of Member Clubs and must be in good standing with Toastmasters International under Article III, Section 8 above.

Division and Area Officers

Each Division of a District shall be presided over by a Division Director. Each Division Director may appoint individual members of clubs within the Division to serve as Division assistants. Each Area of a District shall be presided over by an Area Director. Each Area Director may appoint individual members of clubs within the Area to serve as Area assistants.

District Council

The District Council shall consist of the District officers, Immediate Past District Director and two (2) representatives from each Member Club in the District. The District Council shall hold at least two (2) meetings a year, one (1) of which shall be the Annual Meeting held before June 1 for the election of District officers.

Duties of Officers

Although the District Director shall report to and take direction from the District Council in matters pertaining to District organization, programs, and procedures, the District Director, as an officer of this corporation, is ultimately responsible to the Board of Directors of Toastmasters International for the exercise of the powers and duties of that office. A Program Quality Director or Club Growth Director shall perform the duties of the District Director in the event of that Director's absence, and such other duties as the District Director shall designate. The Division Director shall be responsible to the District Director or the District Director's designee, shall represent the District Director within the Division, and shall uphold and promote the purposes of Toastmasters International in the Division. The Area Director shall be responsible to the District Director or the District Director's designee, shall represent the District Director within the Area, and shall uphold and promote the purposes of Toastmasters International in the Area.

Legal Status of Districts, Divisions, and Areas

Districts, Divisions, and Areas are integral parts of Toastmasters International, a California nonprofit public benefit corporation, and, as administrative units of that corporation, their activities and affairs shall be managed, and their powers exercised, under the ultimate direction of the Board of Directors of Toastmasters International. The powers and duties delegated by the Board to District Councils and to District, Division, and Area officers, and their terms of service, are subject at all times to the ultimate authority of the Board. Districts are not independent or autonomous legal entities, and District Directors are officers of this corporation. Toastmasters International is the exclusive owner of all the trade names, trademarks, service marks, emblems, insignia, and copyrights associated with the Toastmasters collective membership mark. The Board has sole authority to approve uses of all such intellectual properties; therefore, no District has the authority to create a separate legal entity.

Section 4: Meetings
An annual conference shall be held by the District for the purpose of promoting the interests of Toastmasters International and improving the efficiency of the local Member Clubs, provided that such conference shall be held at such time as will not conflict with the dates of the Annual Business Meeting and Convention of Toastmasters International.

Article XIII: Miscellaneous

Section 1: Emblem
The emblem of Toastmasters International shall be circular in design bearing the words “Toastmasters International” around its border, and in the center the replica of the hemisphere of the earth, and superimposed thereon the letter “T.”

Section 3: Emblems, Marks and Copyrights
Ownership of the emblem, the insignia, and all other trademarks, service marks, trade names, and copyrights created or obtained by Toastmasters International shall be vested irrevocably in Toastmasters International, its successors or assigns.

Section 4: Insignia
The insignia of Toastmasters International may be worn by any individual member of a Member Club, so long as the person is in good standing with this corporation under Article III, Section 8, above. No one shall have the right to produce, or have produced for distribution to others, articles bearing the name, emblem, insignia, or other mark of Toastmasters International or any colorable imitation thereof, except by official designation from the Board of Directors of Toastmasters International.

Section 5: Rules of Order

Robert’s Rules of Order Newly Revised shall be the final authority as to parliamentary procedure, insofar as they do not conflict with any provisions of the Articles of Incorporation, these Bylaws, Policies adopted by the Board of Directors or the voting membership, or laws applicable to nonprofit corporations.

A parliamentarian may be appointed by the International President at each meeting of the Board or of the voting membership.

Section 6: Indemnification and Insurance

Right of Indemnity
To the fullest extent allowed by Section 5238 of the California Corporations Code, this corporation shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this article, “agent” shall have the same meaning as in Section 5238(a), including this corporation’s directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees.

Approval of Indemnity
On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of Board Members who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification. If the Board cannot do so because there is no quorum of Board Members who are not party to the proceeding for which indemnification is sought, the Board shall promptly call a meeting of the voting members. At that meeting, the voting members shall determine whether, in the specific case, the applicable standard of conduct stated in such section has been met, and, if so, the voting members shall authorize indemnification.

Advancing Expenses
To the fullest extent allowed by Section 5238 of the California Corporations Code, and except as otherwise determined by the Board of Directors in specific instances, the Board shall authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:

the requested advances are reasonable in amount under the circumstances; and

before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this section. Unless the Board finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby.

Insurance
The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law.

Section 7: Contracts, Notes, and Checks
All contracts entered into on behalf of this corporation, and, except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation, including its Districts, shall be signed only by that person or those persons on whom such power has been conferred by the Board of Directors.

Section 8: Annual Reports to International Directors and Voting Membership
Within 120 days after the end of this corporation’s fiscal year, the Board shall furnish a written report to all of the Board Members and to the voting members containing the following information:

the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;

the principal changes in assets and liabilities, including trust funds, during the fiscal year;

the revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;

the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and

any information required by Section 6322 of the California Corporations Code. The foregoing report shall be accompanied by any report thereon of independent accountants.

Section 9: Electronic Transmissions
Unless otherwise provided in these Bylaws, and subject to Policies approved by the Board, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or e-mail, provided

for electronic transmissions from the corporation, the corporation has obtained an unrevoked consent from the recipient to the use of such means of communication;

for electronic transmissions to the corporation, the corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and

the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

Article XIV: Amendments

Section 1: With Notice
These bylaws may be amended at any Annual Business Meeting or special meeting of the voting membership of Toastmasters International by a two-thirds vote of the votes cast in person or (in the case of Member Clubs) by proxy. Proposed amendments may be placed before the voting membership as follows:

Proposed amendments may be submitted by the Board of Directors to the voting membership of Toastmasters International at any time up to sixty (60) days before the Annual Business Meeting or special meeting at which they will be considered.

Proposed amendments may also be submitted by voting members to the Annual Business Meeting of Toastmasters International in the following manner: Proposed amendments must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting at which they are to be submitted, in compliance with Article X, Section 5, above. If the amendment is proposed by one or more Member Clubs, each club shall have approved the proposed amendment by the vote of at least two-thirds of the active individual members of the club present and voting at a club business meeting at which a quorum is present; such approval shall be evidenced by a certificate containing the proposed amendment signed by all the active individual club members who voted to approve the proposed amendment. If the amendment is proposed by a Delegate at Large, such proposal shall be evidenced by a certificate containing the amendment and bearing the signature of the Delegate at Large. Each proponent shall submit such a certificate to the Board of Directors no later than the December 31 deadline. The proposed amendment shall be placed before the voting members of Toastmasters International only if the proposed amendment and certificate(s) are presented to and received by the Board no later than December 31 and one (1) of the following conditions is met:

The Board of Directors votes to place the proposed amendment before the voting membership; or

The amendment is proposed by at least one percent (1%) of all the votes held by the voting membership of Toastmasters International; or

the proponent(s) of the amendment agree to bear the full reasonable administrative cost to Toastmasters International of submitting the proposed amendment to the voting membership for a vote; and

no other Bylaw amendment proposed by any proponent of the amendment shall be placed before the voting membership at the same meeting; and

if an amendment on substantially the same subject has been voted on by the voting membership within five (5) calendar years before the meeting at which the amendment will be submitted, such prior proposed amendment shall have received no less than 30% of the votes cast;

provided that no proposed amendment shall be placed before the voting members if it has been rendered moot; substantially duplicates or is encompassed by another proposed amendment at the same meeting; is illegal; is designed to further a personal claim, grievance, or interest; is beyond the power of this corporation to effectuate; or is not a proper subject for bylaws under California law.

Notice of any proposed amendments to be submitted to the voting membership of Toastmasters International for a vote shall be mailed by the Chief Executive Officer to each voting member at least 60 days before the meeting, together with any recommendation of the Board of Directors thereon. Any such recommendation shall also be presented to the voting members at the meeting before the vote is taken on the proposed amendments. No amendments to the proposed amendment may be made during the meeting, nor at any time after 60 days prior to the meeting.

Any amendment to these Bylaws which would materially and adversely affect the rights of either the Member Clubs as a class, or the Delegates at Large as a class, as to voting or transfer of membership rights, in a manner different than such amendment affects the other class, shall require the approval of a two-thirds vote of the class affected, based on the number of votes from that class cast in person or (in the case of Member Clubs) by proxy.

In the event of two or more Bylaw amendment proposals presented to the same meeting of members, which the Board determines to be in conflict with each other, only the proposal receiving the highest majority of votes cast shall be adopted.

Section 2: Without Notice
These bylaws may be amended at any voting membership meeting by a unanimous vote of the voting membership without previous notice.

District Administrative Bylaws

A governing document of the districts of Toastmasters International, issued and modified from time to time by the Board of Directors.

Applicability
These administrative bylaws shall also apply to Provisional Districts and Territorial Councils to the extent provided in Policies adopted and modified by the Board of Directors of Toastmasters International, and all references to District officers or to District leadership bodies in such Policies and implementing Protocols shall apply to their equivalents in Provisional Districts and Territorial Councils, unless otherwise specifically stated.

District Title
This District shall be designated as set forth in the title of these administrative bylaws.

Article II: Purpose

The purpose of this District is to enhance the quality and performance and extend the network of the Member Clubs of Toastmasters International within the boundaries of this District, thereby offering greater numbers of people the opportunity to benefit from the Toastmasters educational program by:

Focusing on the critical success factors as specified by the District educational and membership goals;

Ensuring that each club effectively fulfills its responsibilities to its individual members; and

Providing effective training and leadership-development opportunities for club officers and District leaders.

In order to carry out the purpose, the officers of this District are empowered to manage Toastmasters International programs and activities within this District, and to act as stewards of Toastmasters International’s assets for this District. Using such powers and assets, this District shall:

Assist each Member Club to fulfill effectively its responsibility to its individual members;

Encourage and assist in the training of Member Club officers;

Develop a close relationship between Member Clubs and Toastmasters International;

Encourage Member Clubs to undertake programs and projects that will cause greater community awareness of the Toastmasters programs and meet the needs of individual members.

Article III: Affiliation and Liability

With Toastmasters Member Clubs
All Member Clubs in Toastmasters International in good standing within the boundaries of this District, and all such clubs organized hereafter, shall be affiliated with this District. However, this District shall have no liability to any third party for any debt or obligation of any club, nor shall any club have any liability to any third party for any debt or obligation of this District or any other component part of Toastmasters International.

With Toastmasters International
This District is an integral part of Toastmasters International, a California nonprofit public benefit corporation, and, as an administrative unit of that corporation, its activities and affairs shall be managed, and its powers exercised, under the ultimate direction of the Board of Directors of Toastmasters International. This District is not an independent or autonomous legal entity. Because Toastmasters International is the exclusive owner of all the trade names, trademarks, service marks, emblems, insignia, and copyrights associated with the Toastmasters collective membership mark, no District has the authority to create a separate legal entity.

Receivership
In situations where the ability of a District to accomplish the District mission is in serious jeopardy, the Board of Directors of Toastmasters International may declare the District to be in full or partial receivership. Where the situation is urgent and immediate action is required, the Executive Committee of the Board of Directors may act under Article V, Section 6, of the Bylaws of Toastmasters International to declare a District to be in full or partial receivership. Under a declaration of receivership, all or part of the provisions of these administrative bylaws may be suspended, modified, or augmented, which may include, as appropriate, provisions regarding the conduct of financial affairs, the filling of vacancies in District officer positions, and the operation of the District Council, the District Executive Committee, and other District committees. The declaration shall delegate authority over the District in receivership to the International President, International President-Elect, First or Second Vice President, an acting District Director, the Chief Executive Officer, or a combination of the foregoing, for the period of time specified on the declaration.

Article IV: Policy

This District shall not adopt any policy in conflict with any Policy of Toastmasters International, and its actions shall be consistent with the purposes and ideals of Toastmasters International. These administrative bylaws shall be deemed automatically modified and amended so that they shall at no time be in conflict or inconsistent with the Articles of Incorporation, Bylaws or Policies established by the Board of Directors of Toastmasters International, as they now exist or hereafter may be changed or amended.

Article V: Boundaries

The geographic boundaries of this District shall be as follows: _______.

The District Council of this District may recommend changes to such boundaries to the Toastmasters International Board of Directors for approval.

Article VI: Area and Division Organization

The Member Clubs of this District shall be organized into Areas, the number and composition of which shall be determined by the District Council at its annual meeting, to become effective the following July 1. Each Area shall be under the direction of an Area Director acting under the District Director and District Council. This District shall further organize Areas together into Divisions under the supervision of Division Directors. The number and composition of Divisions shall be accomplished at the annual meeting to become effective the following July 1.

Article VII: Officers

District Officers
The officers of this District shall be a District Director, a Program Quality Director, a Club Growth Director, a District Public Relations Manager, a District Administration Manager, a District Finance Manager, Area Directors, and Division Directors. In addition to these officers, the District may have such other officers as the District Council may provide, but Toastmasters International credit toward any educational award is limited to service as a District officer named in the preceding sentence.

Elective Officers
The elective officers of this District shall be the District Director, the Program Quality Director, the Club Growth Director, and Division Directors. None of the foregoing District officers may be re-elected to the same office for succeeding terms in which a full year has been served, except that the Division Directors may be re-elected to succeed themselves for one (1) term. The election of officers shall take place at the annual meeting of the District Council. The report of the District Leadership Committee shall be submitted in writing to all members of the District Council at least four (4) weeks prior to the election meeting. Nominations may also be made from the floor by any member of the District Council or their proxyholder only if the floor candidate meets the requirements set forth in Article VII (e) of these administrative bylaws and has been evaluated by the District Leadership Committee for that specific role in that election cycle. All elections shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote. A majority of the votes cast is necessary for an election.

Other Officers
The other officers of this District shall be the District Public Relations Manager, the District Administration Manager, the District Finance Manager, and the Area Director for each Area. These officers may be elected or appointed. The decision to elect or appoint is made by the District Council and the decision remains in effect until changed by the council. Any changes to the decision must be made prior to November 1 of the District program year in which the elections or appointments will occur.

Officers appointed by the District Director are subject to the approval of the District Executive Committee and the District Council by September 30.

The District Public Relations Manager, the District Administration Manager and the District Finance Manager shall be eligible for re-election or re-appointment for one (1) succeeding term only. The offices of District Administration Manager and District Finance Manager may be combined.

Area Directors are elected by the Area Councils or appointed by the District Director taking into account the recommendation of the Area Council. Area Directors shall be eligible for re-election or re-appointment for one (1) succeeding term only.

Qualifications
At the time of taking office, the District Director shall have served at least six (6) consecutive months as a Club President and at least 12 consecutive months as a Program Quality Director, Club Growth Director or Division Director or a combination thereof. The Program Quality Director and Club Growth Director shall have served at least six (6) consecutive months as Club President and at least 12 consecutive months as a Program Quality Director, a Club Growth Director, a Division Director or an Area Director or a combination thereof. The Division Directors shall have served at least six (6) consecutive months as members of a District Council. Insofar as practicable, the Area Directors shall have served as members of a District Council. All District officers must be active individual members of Member Clubs and must be in good standing with Toastmasters International under Article III, Section 8 of the Bylaws of Toastmasters International.

Nominations from the Floor
Nominations made by the District Leadership Committee shall be effective when officially announced by the District Leadership Committee Chair or District Director. Additional nominations of qualified candidates may also be made from the floor at the annual District Council meeting with the consent of the person(s) nominated. Prior to running from the floor, a candidate for District Director, Program Quality Director, Club Growth Director, or Division Director must have completed the District Leadership Committee's evaluation process in the same election cycle in which the candidate stands for election at the annual District Council meeting for that specific role.

Floor candidates who have not gone through the District Leadership Committee's evaluation process may only be nominated during the annual District Council meeting if the District Leadership Committee's work is invalid.

Floor nominations for roles other than the District Director, Program Quality Director, Club Growth Director, or Division Director may occur even when that individual has not been evaluated by the District Leadership Committee as long as the individual meets all other eligibility requirements.

In the event that there is no candidate(s) elected for District Director, Program Quality Director, Club Growth Director, or Division Director, the position(s) will be considered vacant and will be filled according to Article VII (g) of these administrative bylaws.

Term of Office
The terms of all District officers shall commence at midnight on July 1 and end on the following June 30, 11:59 p.m.

Vacancies
A vacancy in any elective office shall be filled by the District Executive Committee based upon the recommendation of the District Director, or upon recommendation of the highest elected District officer if the vacancy is in the office of District Director. Individual members who fill vacant roles shall meet all qualifications for the role as defined in Article VII, Section (d) of these administrative bylaws. Such appointment shall become effective immediately and will run until the next succeeding District Council meeting at which time such appointment shall be confirmed or another individual member elected to the office. If the office of Immediate Past District Director is vacated for any reason, it shall stay vacant for the remainder of the term.

Resignation or Removal
Any officer may resign at any time, provided that any resignation must be in writing, and will be effective on delivery to the District Administration Manager or the District Director, unless the resignation provides for a later effective date. Any member of the District Executive Committee may be removed from office by a two-thirds vote of the District Executive Committee. Any appointed officer may be removed from office by the District Director. Such removal of an appointed officer shall become effective immediately; the replacement officer shall be appointed. The members of the District Executive Committee are responsible to the Toastmasters International Board of Directors, and may be removed at any time by that Board if it finds it to be in the best interests of Toastmasters International, its Member Clubs and their individual members.

Compensation
No District, Division, or Area officer shall receive a salary or other compensation except a return for expenses incurred for the benefit of the organization and only to the extent provided for in the adopted District budget.

Article VIII: Duties of Officers

In General
The District officers shall have such obligations, responsibilities, and duties as may be set forth in Policies prescribed by the Board of Directors or in the Articles of Incorporation, Bylaws of Toastmasters International, in these administrative bylaws, or in standing rules or policies adopted by the District Council of this District. The authority delegated by the Toastmasters International Board of Directors to District officers to act as stewards of Toastmasters International’s resources in the District is subject at all times to the ultimate direction of the Board.

District Director
The District Director shall report to and take direction from the District Council in matters pertaining to District organization, programs, and procedures; however, the District Director shall be ultimately responsible to the Board of Directors in the exercise of the powers and duties of that office. The District Director shall uphold and promote the purposes of Toastmasters International in the District. As the representative of Toastmasters International, the District Director, personally and through the Program Quality Director and Club Growth Director, shall carry out the programs approved by the Board of Directors and the District Council. The District Director chairs all meetings of the District Council and the District Executive Committee; fills such appointive offices as are provided for in these administrative bylaws, subject to the approval of the District Executive Committee and confirmation by the District Council; authorizes withdrawals of District funds, in the manner and to the extent provided in Article XII of these administrative bylaws; and must approve all withdrawals chargeable to the District on the books of Toastmasters International. By the published deadlines, the District Director shall submit to the Board of Directors any reports that may be required by the Board of Directors. The District director shall provide to each Member Club in this District and to World Headquarters, copies of the adopted budget, the report of the Audit Committee, and such other reports as the Board of Directors may require. The District Director shall furnish World Headquarters with such information as the Board of Directors may require before the District shall be eligible to withdraw funds of Toastmasters International authorized by the Board of Directors for District activities and operations.

Program Quality Director
The Program Quality Director is the second-ranking member of the District Executive Committee, and chairs that body and the District Council in the absence of the District Director. The Program Quality Director assists the Education Committees of the Member Clubs and Areas and Divisions of the District in utilizing the educational programs and materials of Toastmasters International and has the responsibility for: promoting and supporting club quality and member retention; the training of all Division, Area and club officers; the preparing and conducting of educational programs for District conferences; the supervising and coordinating of District-wide speech contests; and the formulating of specific educational recognition programs. The Program Quality Director shall attend District Council meetings.

Club Growth Director
The Club Growth Director is the third-ranking member of the District Executive Committee and chairs that body and the District Council in the absence of the District Director and Program Quality Director. The Club Growth Director is responsible for the development, direction, and coordination of an overall marketing plan necessary for building new Member Clubs; the increase in individual membership and retaining clubs in the District; the recruitment and training of District marketing teams; and the formulation of specific membership-building recognition programs. The Club Growth Director shall attend District Council meetings.

District Public Relations Manager
The District Public Relations Manager serves under the direction of the District Director and is responsible for the development and administration of a public relations program that will provide improved understanding by individual members of clubs and the public of the opportunities available for personal development in the Toastmasters International Communication and Leadership Programs.

Division Directors
The Division Directors shall coordinate the activities of Area Directors within the Division and provide Area officers with counsel, information, and service.

Area Directors
The Area Directors shall be responsible for the Member Clubs within their Areas and shall represent the District Director and the Division Director to the clubs in their Areas. As chair of the Area Council, the Area Director shall hold regular Area Council meetings, and shall appoint (or provide for the election by clubs in the Area of) an Area staff for the conduct of Area activities between Area Council meetings. The Area Director shall perform such other duties as the District Director and District Council may prescribe.

District Administration Manager
The District Administration Manager shall have custody of this District’s administrative bylaws and all other records and documents of this District; shall keep the minutes of the meetings of the District Council and District Executive Committee; and shall transmit the same to the successor. The District Administration Manager shall have custody of all District correspondence, and shall perform such other duties as may be prescribed by the District Director or District Council.

District Finance Manager
The District Finance Manager shall have charge of all funds and other property of the District and shall transmit the accounts and all undistributed funds to the successor. The District Finance Manager shall disburse all funds upon order of the District Director, as provided herein, and shall perform such other duties as may be prescribed by the District Director or District Council.

Article IX: District Council

Composition
The District Council shall consist of the District Executive Committee, as defined in Article XI(a) hereof, and the Club President and Vice President Education from each Member Club in the District. These shall be the only voting members of the District Council, and references made in these administrative bylaws to “members of the District Council” shall mean only voting members.

Authority
The District Council shall serve as the administrative governing body of the District, operating with powers delegated to the District Council by the Toastmasters International Board of Directors and subject at all times to the ultimate direction of the Board of Directors and the Articles of Incorporation, Bylaws, Policies, and decisions of Toastmasters International, and these administrative bylaws. The District Council shall conduct all business of the District, shall assume responsibility for the payment, with District funds, of all debts incurred in the conduct of authorized District activities, and shall not assess or impose any financial obligation on any Member Club or any individual member of a club. Members of the District Council in attendance at the annual District conference are required to attend the annual District Council meeting.

Article X: Council Meetings, Quorum, Proxies, and Voting

Regular Meetings
The District Council shall hold at least two (2) meetings during each year, with the exact number and schedule of meetings to be fixed by the District Council. One meeting shall be called the “annual meeting,” and shall be held in person between March 15 and June 1. Additional meetings are conducted virtually. Notice of any meeting shall be sent in writing to all District Council members at least four (4) weeks prior to the date of such meeting.

Special Meetings
Special meetings of the District Council may be called by the International President, the District Director, a majority of the District Executive Committee, or not less than one-fourth of the members of the District Council. Notice thereof shall be sent in writing to all District Council members at least two (2) weeks prior to the date of such meeting, and shall set forth the purpose for which such meeting is called, but any business otherwise valid may be transacted at the meeting.

Quorum
One-third of the Club Presidents and Vice Presidents Education from Member Clubs in the District, or proxies as authorized by subparagraph (d) hereof, shall constitute a quorum for all District Council meetings. In the event that any business is transacted at any District Council meeting at which a quorum is not present, the action shall be deemed as valid as if a quorum were present if it thereafter is expressly approved in writing, personally, by mail, fax, e-mail, electronic transmission or other reasonable means, by the affirmative vote of a majority of the Member Clubs in the District on the basis of two (2) votes per club.

Proxies
Either the Club President or Vice President Education of any Member Club may designate, in writing, any active individual member of the club to act as a proxyholder for them at any District Council meeting that is held in-person. In the event one of those officers is not in attendance at the meeting and has not designated, in writing, an active individual member of the club to act as their proxyholder at such meeting, the officer or proxyholder in attendance shall be deemed to hold the proxy of the other and may therefore cast two (2) votes at such meeting. The intent of this provision is to assure that every club will be represented by two (2) votes. No other proxies shall be valid at a District Council meeting. A written proxy, to be valid at a District Council meeting, must contain all the elements set forth in Toastmasters International Policy and must be delivered personally, by mail, by fax, by e-mail, by electronic transmission, or by other reasonable means to the club member who will hold the proxy. The proxyholder must present the proxy in paper form (i.e., print out an e-mail) to the credentials desk. If the proxy does not bear a handwritten signature, it must have the typed name of the club officer(s) giving the proxy or some other indication that the club officer(s) authorized the proxy to be given. A proxy that complies with these requirements shall be treated as valid so long as the credentials desk has no reason to believe that the proxy was not authorized. A proxyholder cannot transfer or assign a proxy to someone else. A valid proxy delivered to the proxyholder is revoked only if the club officer who gave the proxy takes one of the following subsequent actions: destroys the proxy, cancels the proxy in writing, issues another proxy authorized at a later date, or actually attends the District Council meeting.

Voting
When the voting process is conducted in person, each member of the District Council attending the council meeting, or that member's proxyholder as authorized by subparagraph (d) hereof, is entitled to one (1) vote. Any active individual member who carries the proxies of both the Club President and Vice President Education from a Member Club is entitled to two (2) votes; and any such individual member who is also entitled to a vote as a member of the District Executive Committee is entitled to three (3) votes.

When the voting process is conducted virtually, no proxies will be permitted. Each District Council member must cast their own vote. District Executive Committee members are entitled to one (1) vote and may cast up to two (2) additional votes as a Club President or Vice President Education. All other members of the District Council shall be limited to a maximum of two (2) votes.

Article XI: Committees

District Executive Committee
The District Director, the Program Quality Director, the Club Growth Director, the District Public Relations Manager, the District Administration Manager, the District Finance Manager, the Area Directors, and Division Directors, together with the Immediate Past District Director, shall be the District Executive Committee, which shall have all functions and powers of the District Council except such powers as may be reserved by the District Council to itself; subject at all times to the general direction and approval of the District Council. A majority of the District Executive Committee shall constitute a quorum. This committee shall recommend the division of the District into Areas and Divisions for approval at the annual meeting. The District Executive Committee shall prepare a budget in the form prescribed by Toastmasters International, covering estimated receipts and expenditures for the ensuing year, and shall submit it to the District Council for approval in order to submit the approved budget to World Headquarters by September 30. This proposed budget shall be acted upon by the District Council at its first meeting. The District Executive Committee shall have such other duties as are delegated to it by the District Council.

District Leadership Committee
The District Director shall appoint the District Leadership Committee Chair no later than November 1. The remaining committee members shall be appointed no later than December 1 and shall consist of no fewer than five (5) members with equal representation of all Divisions in the District. No committee member may represent more than one (1) Division. The committee shall operate under the procedural rules adopted by the Toastmasters International Board of Directors for the selection of candidates for the elective District offices. The committee’s results shall be reported in writing to the District Director no fewer than six (6) weeks before the District Council’s annual meeting. The District Director shall submit the District Leadership Committee report to the members of the District Council at least four (4) weeks prior to the annual meeting.

Audit Committee
Each year the District Director shall appoint an Audit Committee consisting of at least three (3) individual members who are not members of the District Executive Committee. The reports of this committee shall contain information in the format required by Toastmasters International. The committee shall submit an interim mid-year audit report no later than February 15. The committee shall then complete a year-end audit report for the fiscal year ending June 30. The outgoing and incoming District Directors are jointly responsible for submitting this report to the Member Clubs and to World Headquarters by August 31.

Other Committees
Other committees may be appointed as may be deemed advisable by the District Director or the District Council. Such committees may include, among others, the following special committees: District Program Quality, District Club Growth, District Public Relations, Youth Leadership Program, Speechcraft, Administrative Policies, Awards, Speakers Bureau, District Newsletter, and Past District Directors Committee.

Article XII: Finances and Records

FinancesThe conduct of this District’s financial affairs shall be subject to Policies established by the Toastmasters International Board of Directors. Payments of District expenses shall be made only for expense items benefitting the District and consistent with the purposes and Policies of Toastmasters International. Toastmasters International will transfer funds to the District upon presentation of a requisition which sets forth the purpose of the withdrawal and which is signed by the District Director and either the District Administration Manager or District Finance Manager. All disbursements of District funds shall be subject to the approval of the District Council and shall be in accordance with the District budget, unless otherwise approved by the Board of Directors.

RecordsThe outgoing District officers shall transfer to the incoming officers, in good order, the complete records of their respective offices by the beginning of the administrative year (July1).

Article XIII: Rules of Order

Robert’s Rules of Order Newly Revised shall be the final authority on parliamentary procedure insofar as Robert's Rules do not conflict with any provision of these administrative bylaws, the Articles of Incorporation, Bylaws of Toastmasters International, Policies set by the Toastmasters International Board of Directors, or applicable law, provided that if the District is located in a jurisdiction where Robert’s Rules are not a recognized authority on parliamentary procedure, this District may use the recognized authority in the jurisdiction where this District is located in place of Robert’s Rules.

Article XIV: Political Activity

This District shall not take any official position on any issue of local, state, or national public policy, or otherwise engage in any legislative lobbying. This District shall not participate or intervene in any way in any campaign of any person for any public office.

Article XV: Legal Action

This District shall not file any lawsuit as a party plaintiff, hire legal counsel, file any response to any lawsuit, respond to any subpoena, or take any other legal action without the prior written approval of the Chief Executive Officer of Toastmasters International. In the event this District is served with any summons, complaint, subpoena, injunction, or other form of legal process, the District officer receiving the legal process shall so notify World Headquarters within 24 hours of such service.

Article XVI: Governing Law

This District shall be governed by, and these administrative bylaws shall be construed in accordance with, the laws of the State of California, where Toastmasters International is incorporated, regardless of where this District is located.

Article XVII: Amendments and Other Rules

Amendments to these administrative bylaws shall be made only by the Toastmasters International Board of Directors. The administrative bylaws for this District shall be identical, except for the description of boundaries in Article V above, to the administrative bylaws for all other Districts of Toastmasters International. The Chief Executive Officer of Toastmasters International shall notify the following of any amendment adopted by the Board of Directors: all Member Clubs and the District Director, the Program Quality Director, the Club Growth Director, the Immediate Past District Director, the District Public Relations Manager, the District Administration Manager, the District Finance Manager, the Division Directors and Area Directors of each District.

The District Council of this District may propose an amendment to these administrative bylaws to the Toastmasters International Board of Directors or Executive Committee, provided that the District Council shall have given written notice of such proposal at least 30 days in advance of the District Council’s action to all Member Clubs affiliated with this District, and shall thereafter give 45 days’ written notice to the Board. The Toastmasters International Board of Directors or Executive Committee, whichever is the next to meet after submission of a proposed amendment, shall consider the proposal at its next meeting. No proposed amendment shall become effective without the approval of the Board of Directors or Executive Committee.

Policies and standing rules applicable only to this District may be adopted by the Toastmasters International Board of Directors, or by the District Council of this District. Such policies and rules must be submitted promptly to World Headquarters to be kept on file, and must not be in conflict with any provision of these administrative bylaws, the Articles of Incorporation, Bylaws of Toastmasters International, Policies adopted by the Board of Directors, or applicable law. The Board reserves the right to review, disapprove, or modify any such policy or standing rule. In addition, the Board may test the feasibility of potential amendments to these administrative bylaws by allowing alterations, at specific times and locations, that may conflict with existing provisions of these administrative bylaws.

Club Constitution for Clubs of Toastmasters International

Article I: Purpose

The purpose of a Toastmasters Member Club is to provide a mutually supportive and positive learning environment in which every individual member has the opportunity to develop oral communication and leadership skills, which in turn foster self-confidence and personal growth.

In order to carry out this purpose, this club shall:

Help its individual members improve their abilities to communicate effectively

Provide for its individual members’ instructions, educational materials and opportunities which will give them skill and experience in the preparation and delivery of speeches

Encourage its individual members to read and to listen analytically

Provide for its individual members’ fair and constructive evaluation of their efforts toward self-improvement

Increase its individual members’ knowledge of the rules of parliamentary procedure and their skills in conducting meetings and participating in group discussions

Afford leadership training for its individual members

Provide opportunities and encouragement for its individual members to appear before audiences and to express their thoughts creditably

Article II: Membership

Composition

Section 1
All individual members of this club shall be at least 18 years of age. No persons shall be excluded from individual membership in, or from any program or activity of, this club because of age (except those persons under 18 years of age), race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individuals, through their own effort, are able to participate in the program. However, the Addendum of Standard Club Options (“addendum”) under the constitution may provide for other restrictions on the composition of the individual membership, e.g., to the employees of a particular company or agency, residents of a specific community, or people sharing a special interest.

Admission to Membership

Section 2
This club is a private association, and membership herein shall be by invitation only. Any individual member may sponsor an eligible prospective individual member, and invite that individual to join this club, so long as the person is not currently suspended or removed from good standing with Toastmasters International under Article III, Section 8, of the Bylaws of Toastmasters International. Application for individual membership shall be made on the form provided by Toastmasters International. Such application shall be returned to a club officer who shall read it to this club. The applicant shall be declared elected to individual membership upon the favorable vote of at least a majority of the active individual members of this club present and voting at a business meeting of the club membership. The new member fee and membership dues shall then be remitted to Toastmasters International by the club or by the individual member when verified by a club officer. The individual membership of this club may be divided into three (3) classifications: active, inactive, and honorary.

Active Membership/Member Responsibilities

Section 3
Active individual membership is conferred upon a paid member in good standing with Toastmasters International. Active individual members attend club meetings, have voting privileges, may be elected as an officer of the club, shall be counted towards a quorum of the club membership, may participate in speech contests if they fulfill the other eligibility criteria, and may have a place on the regular speaker's program.

All active individual members shall be entitled to all rights and privileges of this club, and all individual members shall share in its responsibilities. These responsibilities shall include support of its purposes and constructive contribution to its program and activities.

Inactive Membership

Section 4
Inactive individual membership is provided for as follows:

Inactive individual membership in this club may be conferred by the executive committee of this club on any individual member requesting an extended absence from club meetings, or who wishes to maintain individual membership without regular attendance at club meetings. An individual member may also be classified as inactive for continued absence without notice. An inactive individual member may be restored to active individual membership by the Club Executive Committee upon request, provided there is a vacancy on the active roster of this club.

Inactive individual members shall have no voting privileges, shall not hold office, shall not be counted toward a quorum of the club membership, and shall not participate in speech contests.

They are not entitled to places on the regular speakers' program but may serve as substitutes when requested by the Club President or the Toastmaster of the meeting. They may also participate in club discussions and serve as evaluators.

However, this club may count any inactive individual members toward qualification for minimum Toastmasters International standards for Member Clubs. Inactive individual members shall pay at least such portion of their club dues as this club pays to Toastmasters International as the membership payment for such inactive individual member, and shall pay any additional amount specified in the addendum.

Honorary Membership

Section 5
Honorary individual membership may be conferred upon any qualified person by the favorable vote of at least two-thirds of the active individual members of this club at a club business meeting. Such membership shall be restricted to persons whose activities and public statements are consistent with the purposes of Toastmasters International.

Honorary individual members have no voting privileges, shall not hold office, shall not be counted toward a quorum of the club membership, and shall not participate in speech contests. They are not entitled to places on the regular speakers' program and cannot participate in club discussions or serve as evaluators, but may serve as substitutes when requested by the Club President or the Toastmaster of the meeting.

No dues or fees for honorary individual members are collected nor are any dues paid to Toastmasters International. The term of honorary membership is specified by the club in the addendum.

Discipline/Expel/Suspend/Decline to Renew Membership

Section 6
This club may establish routine procedures for dropping individual members who fail to pay club dues, who miss a certain number of meetings, or who fall below other minimum standards as determined by the club or Toastmasters International.

This club may discipline, expel, suspend, or decline to renew club membership of any individual member

Who does not support this club’s purpose

Who does not constructively contribute to this club’s program and activities

Who acts in a manner inconsistent with standards of conduct set by this club or by Toastmasters International

For other just cause

Such standards include ethical, political, and other standards of conduct that may be established or modified by the Toastmasters International Board of Directors. This club shall follow such Policy and Protocol as may be adopted by Toastmasters International, containing standards and procedures for the continuation of individual members.

If this club does not expel an individual member for violations of Toastmasters International standards of conduct, after written request to do so is made by the
International President, this club may be expelled from Toastmasters International unless its failure to act can be justified to the satisfaction of the Board of Directors.

Club Dues

Section 1The dues of this club for active and inactive individual members shall be as stated in the addendum. Such dues shall be payable in advance at such time as this club shall designate. Dues shall be paid by all individual members and by the dates specified to maintain individual membership in this club.

Club New Member Fee

Section 2The club new member fee for individual membership shall be as stated in the addendum. Such fee shall be payable when an individual membership application is filed with a club officer. The fee shall be returned if the application is not accepted. Immediately upon acceptance of a new individual member, a club officer shall notify World Headquarters, and each new individual member, on payment of this fee and the applicable dues, shall be received into this club.

Reinstatement Fee

Section 3Any club fee for reinstatement of a former individual member shall be stated in the addendum.

Transfer to Another Club

Section 4Any individual member in good standing desiring to transfer to another Toastmasters club may request a club officer to furnish documentation showing the date to which the individual’s membership payment to Toastmasters International is paid. When an applicant for individual membership in this club transfers from another Toastmasters club and presents documentation from said club showing individual membership in good standing and that their membership payment to Toastmasters International is paid for the current period, the applicant may be elected to individual membership without payment of the new member fee to Toastmasters International, and upon payment of any transfer fee stated in the addendum.

Article IV: Meetings and Notice

Regular Meetings

Section 1
Regular meetings of this club, which shall include any business meeting of active individual members, shall be held as provided in the addendum.

Special Meetings

Section 2
Special business meetings of this club may be called by a majority vote of the active individual members present and voting at any regular meeting at which a quorum is present, or by the Club Executive Committee or Club President.

Club Executive Committee Meetings

Section 3
Meetings of the Club Executive Committee shall be held as provided in the addendum.

Notice

Section 4
No notice shall be required for regular business meetings held as provided in the addendum. Notice of any change in the date, time or place of any regular meeting, and notice of all special meetings, shall be given by first-class mail, telephone (including voice messaging system), facsimile transmission or other electronic transmission such as email, personal delivery or other reasonable means at least four (4) days in advance of such meeting to all individual members of this club. Notice of special meetings shall include a statement of the general purposes of the meeting, but any membership business otherwise valid may be transacted at the meeting.

Section 5
If this club shall permanently change the time or place of regular meetings as provided in the addendum, the Club Secretary shall immediately provide notice of such change to World Headquarters.

Article V: Quorum and Voting

Quorum

Section 1
A majority of the active individual membership shall constitute a quorum for the transaction of all business of this club. A majority of the Club Executive Committee shall constitute a quorum for the transaction of the committee’s business.

Voting

Section 2
Each active individual member shall be entitled to one (1) vote on any matter presented to the club membership for a vote.

Section 3
No voting by proxy or absentee ballot shall be permitted on any matter presented to the club membership for a vote.

Section 4
Unless a greater vote is required by this constitution in a particular matter, the affirmative vote of at least a majority of those active individual members who are present and voting at a duly held business meeting at which a quorum is present shall be the act of this club.

Article VI: Officers

Officers

Section 1The officers of this club shall be a Club President, a Vice President Education, a Vice President Membership, a Vice President Public Relations, a Club Secretary, a Club Treasurer (or a Club Secretary-Treasurer), a Sergeant at Arms, and the Immediate Past Club President.

Education Credit

Section 2In addition to the officers provided in this constitution, this club may have such other officers as may be provided in the addendum, but Toastmasters International credit toward any education award is limited to service as a club officer named in this constitution.

Term of Office

Section 3Officers shall serve for terms of one (1) year, provided that if, and only if, this club meets weekly throughout the year, this club may provide in the addendum that officers shall serve for half-year terms. The terms of officers serving an annual term shall commence at midnight on July 1 and end on June 30 at 11:59 p.m. The terms of officers serving a half-year term shall either commence at midnight on July 1 and end on December 31 at 11:59 p.m., or commence at midnight on January 1 and end on June 30 at 11:59 p.m.

Immediate Past Club President

Section 4Except for the Immediate Past Club President, the officers of this club shall be elected by the active individual members of this club. If the office of Immediate Past Club President is vacated for any reason, it shall stay vacant for the remainder of the term.

Nominations

Section 5Nominations for club officers shall be made by a Club Leadership Committee appointed by the Club President at least two (2) weeks prior to the election. This committee shall consist of three (3) active individual members, when practicable. This committee shall present its report at the regular business meeting immediately preceding the business meeting at which the election is to take place, and shall present only the names of active individual members who have consented to serve if elected. Further nominations may be made from the floor at the time of the election by any active individual member. All elections shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote, with a majority vote of all active individual members present and voting necessary to elect each officer. The chair of the Club Leadership Committee shall be the Immediate Past Club President, unless the best interests of the club require otherwise.

Elections

Section 6For officers who serve terms of one (1) year, elections shall be held at the first club meeting in May in each year, when practicable, to take office the following July. For officers who serve terms of a half-year, elections shall be held at the first club meetings in May and November in each year, when practicable, to take office the following July or January, respectively.

Resignation or Removal

Section 7Any officer of this club may resign, provided that any such resignation must be made in writing and delivered to the Club President or Club Secretary. Unless any such resignation is, by its terms, effective on a later date, it shall be effective on delivery to such club officer, and no acceptance by this club shall be required to make it effective. Any officer of this club may be removed from office at any time, with or without cause, by majority vote of all active individual members present and voting at a business meeting at which a quorum is present.

Vacancy in Office

Section 8Any vacancy in an office, except for the Immediate Past Club President, shall be filled by a special election held at the next business meeting following the announcement of the vacancy.

Re-election

Section 9

Club Presidents elected for a term of one (1) year may not be re-elected for a successive term. Club Presidents elected for a term of a half-year may be re-elected for one (1) successive term of a half-year.

Article VII: Duties of Officers

Club President

Section 1
The Club President is the chief executive officer of this club and is responsible for fulfilling the mission of this club. The president chairs at meetings of this club and the Club Executive Committee, appoints all committees, and has general supervision of the operation of this club. The president shall be an ex officio member of all committees of this club except the Club Leadership Committee and shall serve as one of this club’s representatives on the Area and District Councils. The president shall transmit to this club for its approval or disapproval all ideas and plans proposed by the Area and District Councils which may affect this club or its individual members; and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club.

Vice President Education

Section 2
The Vice President Education is the second-ranking club officer and is responsible for planning, organizing, and directing a club program which meets the educational needs of the individual members. The Vice President Education chairs the Club Education Committee. The Vice President Education also serves as one of this club’s representatives on the Area and District Councils and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club.

Vice President Membership

Section 3
The Vice President Membership is the third-ranking club officer and is responsible for planning, organizing, and directing a program that ensures individual member retention and growth in club individual membership. The Vice President Membership chairs the Club Membership Committee. The Vice President Membership serves as one of this club’s representatives on the Area Council and shall take no action binding upon this club without either specific prior authorization or subsequent ratification by this club.

Vice President Public Relations

Section 4
The Vice President Public Relations is the fourth-ranking club officer and is responsible for developing and directing a publicity program that informs individual members and the general public about Toastmasters International. The Vice President Public Relations chairs the Club Public Relations Committee.

Club Secretary

Section 5
The Club Secretary is responsible for club records and correspondence. The Club Secretary has custody of the club’s charter, constitution, and addendum and all other records and documents of this club; keeps an accurate record of the meetings and activities of this club and of the Club Executive Committee; maintains an accurate and complete roster of individual members of this club, including the address and status of each individual member and transmits the same to the successor in office. The Club Secretary provides notices of meetings as required by this constitution and immediately notifies World Headquarters of any change in the roster of individual members.

Club Treasurer

Section 6
The Club Treasurer is responsible for club financial policies, procedures, and controls. The Club Treasurer receives and disburses, with the approval of this club, all club funds; pays to Toastmasters International all financial obligations of this club as they come due; and keeps an accurate account of all transactions. The Club Treasurer shall make financial reports to this club and to the Club Executive Committee quarterly and upon request, and shall transmit the accounts and all undistributed funds to the successor in office at the end of the Club Treasurer’s term.

Sergeant at Arms

Section 7
The Sergeant at Arms is responsible for club property management, meeting room preparation, and hospitality. The Sergeant at Arms chairs the Club Social and Reception Committee.

Immediate Past Club President

Section 8
The Immediate Past Club President provides advice and counsel as requested by the Club President.

Representation on the District Council

Section 9
In the event the Club President and/or Vice President Education shall be unable to attend a meeting of the District Council, they shall certify the credentials of the official proxyholder or proxyholders of this club attending said District Council meeting. Such proxyholder(s) shall be active individual members of this club.

Article VIII: Committees

Standing

Section 1
The standing committees of this club shall be the Executive, Education, Membership, Public Relations, and Social and Reception Committees.

Club Executive

Section 2
The Club Executive Committee shall consist of the officers of this club named in this constitution, with the Club President serving as the chair. This committee shall have charge of all business and administrative affairs of this club and shall consider all matters concerning the welfare of this club. All actions of the Club Executive Committee shall be submitted to this club at the next business meeting for ratification. Any decision of the Club Executive Committee which this club fails to ratify shall be null and void.

Education

Section 3
The Club Education Committee shall have charge of the general educational program of this club. It shall prepare, or cause to be prepared, all program schedules of this club and shall publish the assignments at least three (3) weeks in advance, when practicable. This committee shall assist in the utilization and interpretation of program and educational materials available from Toastmasters International. It shall arrange for the exchange of speakers and educational programs with other clubs and encourage speaking engagements of individual members before non-Toastmasters groups.

Membership

Section 4
The Club Membership Committee shall consider all applications for individual membership and report thereon to this club, and shall arrange for proper induction of all new individual members. This committee shall be responsible for maintaining club individual membership and attendance. It shall be the goal of this committee to ensure that the individual membership of this club is at all times at charter strength or better.

Public Relations

Section 5
The Club Public Relations Committee shall arrange the preparation and dissemination of news releases regarding this club’s activities and educational programs and shall also promote opportunities for community participation in Toastmasters International’s learning programs. It shall also be responsible for all internal publications of this club, including
the club website, social media, and newsletter.

Social and Reception

Section 6
The Club Social and Reception Committee shall be responsible for all social functions of this club and such other duties as may be assigned to it. It shall act as a reception committee at all meetings.

Article IX: Rules of Order

Parliamentary Authority

Section 1
Insofar as they do not conflict with the Articles of Incorporation, Bylaws of Toastmasters International, Policy and Protocol adopted by Toastmasters International, the Club Constitution, the club's addendum, or laws applicable to nonprofit corporations, Robert’s Rules of Order Newly Revised shall be the final authority as to parliamentary procedure. However, if this club is located in a jurisdiction where Robert’s Rules are not a recognized authority on parliamentary procedure, the addendum shall specify the name of the recognized authority in this club's jurisdiction.

Parliamentarian

Section 2
A parliamentarian may be appointed at each meeting by the Club President.

District Affiliation

Section 2
This club shall also be affiliated with such District of Toastmasters International as the Board of Directors may designate, and shall be represented on that District Council as provided in the District Administrative Bylaws.

Financial Obligations

Section 3
This club shall make membership payments and other payments for all individual members as required by Toastmasters International. The amount of the international dues set by the Board of Directors shall remain in place until such time as the Board changes that amount and notifies the membership.

Separate Legal Entity

Section 4
This club is an independent legal entity, separate from Toastmasters International and every other Member Club of Toastmasters International, subject only to the express terms and conditions of affiliation stated in this constitution and in the Toastmasters International documents identified in Section 1 of this article. As such, this club is fully responsible for its own debts, liabilities, and other obligations, and any creditor of this club shall look only to the assets of this club for payment, and not to Toastmasters International, nor to any other Member Club of Toastmasters International, nor to any individual member of this club.

Representation at Annual Business Meeting and Other Meetings

Section 5
This club is entitled to representation at the Toastmasters International Annual Business Meeting as provided in the Bylaws of Toastmasters International, and at any other meetings of the voting members of Toastmasters International, and at District and Area Council meetings. This club shall select its proxyholders in sufficient time for the Club President or Club Secretary to validate the proper credentials for them. In the event this club is not represented at the Annual Business Meeting by personal proxyholders selected from this club, the executive committee of this club shall appoint and authorize a proxyholder with authority to act under Article X, Section 2 of the Bylaws of Toastmasters International. Such selection shall be submitted to this club at the next business meeting for ratification. Proxyholders for District Council meetings shall be selected as set forth in Article VII, Section 9, above. Such proxyholder must be in good standing with Toastmasters International under Article III, Section 8, of the Bylaws of Toastmasters International.

Addendum of Standard Club Options

Section 7
This club shall, upon adoption of the Club Constitution and from time to time thereafter as appropriate, complete the Addendum of Standard Club Options attached to this constitution in order to specify the detailed choices it has made to govern the operations of the club. The addendum shall be adopted and modified by a vote of at least a majority of the active individual members of the club present and voting at a duly called and noticed club business meeting at which a quorum was at all times present.

Article XI: Legal Status and Dissolution

Affiliation with Others and Use of Funds

Section 1
This club is an unincorporated association formed solely for the purpose of privately educating its individual members. This club is not legally affiliated with any company, agency, or special interest group from which this club may draw its individual members. The use of the funds of this club shall be limited to educational purposes. They may not be used for social or political purposes, or for the benefit of any individual.

Dissolution

Section 2
In the event of dissolution of this club, distribution of any funds, after payment of any indebtedness, shall be made either by contribution to the Ralph C. Smedley Memorial Fund® or any other fund maintained by Toastmasters International, or by contribution to another Toastmasters Member Club or to a Toastmasters District.

Compliance with California Law and Local Jurisdictional Law

Section 3
The Club Constitution and the club's addendum shall be governed by and interpreted in accordance with the laws of the State of California, where Toastmasters International is incorporated, regardless of the location of this club. However, in jurisdictions where some modification of this constitution is necessary in order for this club to function legally within that jurisdiction, and Toastmasters International has issued a Policy or Protocol authorizing such modification specifically for that jurisdiction, this constitution shall be deemed modified accordingly.

Article XII: Amendments to Club Constitution

How Amended

Section 1
This constitution may be amended only by a majority of the votes cast at an Annual Business Meeting or a special meeting of the voting membership of Toastmasters International.

Proposals from International Board

Section 2
Proposed amendments may be submitted by the Board of Directors to the voting membership of Toastmasters International at any time up to 60 days before the membership meeting at which they will be considered.

Proposals from Clubs

Section 3
Proposed amendments may also be submitted by Toastmasters Member Clubs to the Annual Business Meeting of Toastmasters International as follows: Proposed amendments must be presented in writing to and received by the Board of Directors no later than December 31 before the Annual Business Meeting at which they are to be submitted. The proposing club, or each proposing club if there is more than one (1), shall have approved the proposed amendment by the vote of at least two-thirds of the active individual members of the club present and voting at a club business meeting at which a quorum is present; such approval shall be evidenced by a certificate stating the proposed amendment signed by all the active individual club members who voted to approve the proposed amendment. Each proposing club shall submit such a certificate to the Board of Directors no later than the December 31 deadline. The proposed amendment shall be placed before the voting members of Toastmasters International only if the proposed amendment and certificate(s) are presented to and received by the Board no later than December 31 and one of the following conditions is met:

the Board of Directors votes to place the proposed amendment before the voting membership or

the amendment is proposed by at least one (1) percent of all the votes held by the voting membership of Toastmasters International, including Member Clubs and Delegates at Large or

the proponent(s) of the amendment agree to bear the full reasonable administrative cost to Toastmasters International of submitting the proposed amendment to the voting membership for a vote and

no other Club Constitution amendment proposed by any proponent of the amendment shall be placed before the voting membership at the same meeting and

if an amendment on substantially the same subject has been voted on by the voting membership within five (5) calendar years before the meeting at which the amendment will be submitted, such prior proposed amendment shall have received no less than 30% of the votes cast.

Provided that no proposed amendment shall be placed before the voting members if it has been rendered moot; substantially duplicates or is encompassed by another proposed amendment at the same meeting; is illegal; is designed to further a personal claim, grievance, or interest; is beyond the power of Toastmasters International to effectuate; or is not a proper subject for this constitution under California law.

Notice

Section 4
Notice of any proposed amendments to be submitted to the voting membership of Toastmasters International for a vote shall be mailed by the Chief Executive Officer to each voting member at least 60 days before the meeting, together with any recommendation of the Board of Directors thereon. Any such recommendation shall also be presented to the voting members at the meeting before the vote is taken on the proposed amendments. No amendments to the proposed amendment may be made during the meeting, nor at any time after 60 days prior to the meeting.

Conflicting Proposals

Section 5
In the event of two (2) or more Club Constitution amendment proposals presented to the same meeting of the voting membership, which the Board determines to be in conflict with each other, only the proposal receiving the highest majority of votes cast shall be adopted.

Policy and Protocol

Adopted and revised by the Board of Directors under the authority to adopt Policies containing the Board’s major administrative decisions. Protocol is adopted and revised by the joint authority of the Chief Executive Officer and the International President with the concurrence of the International President-Elect.

Amended: Wednesday, December 4, 2019

Policy 1.0: Governing Documents

1. Documents Defined

The Articles of Incorporation is a governing document of Toastmasters International and shall only be modified by the voting membership.

Administrative Protocol (“Protocol”) is equal in authority to Policy, unless it contradicts Policy, at which time Policy prevails. Protocol interprets and gives guidance to implement the Bylaws and Policy. Protocol is adopted and revised by the joint authority of the International President and the Chief Executive Officer, with the concurrence of the International President-Elect.

2. Policy

Policy is expressed in continuing general principles regarding important, high-level, and strategic subjects, adopted and revised by the Board.

The Chief Executive Officer supervises the drafting of Policy. To ensure accordance with applicable laws and the Bylaws and Policy of Toastmasters International, legal counsel reviews proposed Policy when necessary or appropriate.

The content of Policy is a statement with which decisions and conduct of the corporate officers (including Protocol) must be consistent and which must be applied in the performance of the corporate officers’ prescribed and authorized duties.

Policy drafts are subject to consultation in the form of deliberations within the Executive Committee or other duly-authorized committee, followed by the committee’s recommendation for adoption by the Board.

Two-thirds of all members of the entire Board must vote in favor of proposed Policy at a meeting for the Policy to be adopted. In the absence of a meeting, proposed Policy must receive the unanimous written consent of the Board.

Board Policy decisions are final, unless overruled by the voting members at the Annual Business Meeting.

Policy changes are effective upon approval by the Board unless the Board sets a later effective date.

Policy is maintained on the Toastmasters International website. Policy revisions are updated on the website at the earliest practicable date.

The Board conducts a Policy audit at least once every three (3) years.

3. Protocol

Protocol is authoritative rulemaking that provides detail to interpret and implement Bylaws and Policy.

The Chief Executive Officer supervises the drafting of Protocol.

The content of the Protocol varies depending on its intended use and must be consistent with Bylaws and Policy. Protocol may be a guidebook, manual or other description of program rules or information.

Protocol is subject to consultation at the discretion of the Chief Executive Officer depending on the situation.

Protocol is adopted by the joint, written authorization of the International President and the Chief Executive Officer, with the concurrence of the International President-Elect.

Protocol decisions are final, unless overruled by the Board’s adoption of Policy that contradicts the Protocol, thereby requiring a change to Protocol in order to be consistent with Policy.

Protocol decisions are communicated in due course: first to the Executive Committee, then to the Board, then updated on the Toastmasters International website.

The mission statements, core values, and envisioned future in this Policy succinctly express the function of each organizational unit. The statements are used in marketing and public relations, in leader manuals and training, and at meetings and events.

Toastmasters International Mission
We empower individuals to become more effective communicators and leaders.

District Mission
We build new clubs and support all clubs in achieving excellence.

Club Mission
We provide a supportive and positive learning experience in which members are empowered to develop communication and leadership skills, resulting in greater self-confidence and personal growth.

Toastmasters International Core Values

Integrity

Respect

Service

Excellence

Toastmasters International Envisioned Future
To be the first-choice provider of dynamic, high-value, experiential communication and leadership skills development.

Policy 2.0: Club and Membership Eligibility

1. Club Eligibility

Club admission is defined and described in Article III, Section 3 of the Bylaws of Toastmasters International.

The Board of Directors has ultimate authority over club admission.

The Board or the Chief Executive Officer, as the Board’s authorized representative, may delay or decline the chartering of a club, with or without stated reason.

All Toastmasters Member Clubs are required to comply with Toastmasters International’s governing documents.

All Toastmasters Member Clubs must abide by the charity and tax laws of the United States and the other countries in which they may be located so that Toastmasters clubs are organized and operated for the charitable purpose of educating individuals in communication, leadership and related skills, and not for the gain or profit of any business or other private interest.

2. Club Minimum Requirements

A minimum number of 20 individual members are required to charter a new Toastmasters Member Club. Seventeen of these may not, at the time of charter, be paid members of another Toastmasters club.

A minimum of 20 individual members is required to charter an advanced Toastmasters club. Advanced Toastmasters clubs are clubs with a requirement that its members have already achieved an advanced Toastmasters education award, have progressed to a certain level within the Toastmasters program, or have held a certain level of leadership role. Advanced clubs follow the same charter process as other clubs. Some advanced clubs may require that members belong to another club. If dual membership in another club is required, the number of transfer members is limited to three (3) of the first 20 individual members.

Meetings are held at least 12 times per year.

Regular meetings are conducted in-person, except when a club decides to allow a minority of its individual members to attend online, or when a club has chartered as an online club in which all members may attend online.

Members work toward educational achievements.

Members give oral project speeches and evaluations.

Members have the opportunity to develop and practice leadership skills and earn leadership awards.

3. Individual Member Eligibility

The admission of individual members to clubs is governed by Article III, Section 2 of the Bylaws of Toastmasters International.

If World Headquarters has credible information about misconduct as described in Policy 3.0: Ethics and Conduct, by a person who is not a paid member of a Toastmasters club, who may be a former member of a Toastmasters club, or may have never been a member of a Toastmasters club, the following action may be taken:

The Chief Executive Officer may present the matter to the Board of Directors, which may, at its discretion (without violating Article III, Section 2 of the Bylaws of Toastmasters International) and in the best interests of the organization, determine that the person is not in good standing with Toastmasters International.

If the matter is urgent and requires immediate action, the Executive Committee, under Article V, Section 6(b) of the Bylaws, may determine the person is not in good standing with Toastmasters International.

The Board or Executive Committee may delegate all or any portion of the determination process to any Board Member or Board committee, or to the Chief Executive Officer, subject to the approval of the Board.

A determination of the good standing of a person who is not a paid member of a Toastmasters club does not require any notice, hearing, or other process as stipulated in Article III, Section 13 of the Bylaws or in Protocol 3.0. The Board, or its delegate, may offer the person an opportunity for discussion. At the time of notification, should the person become a paid member, the Board, or its delegate, is not required to follow the process as stipulated in Article III, Section 13 of the Bylaws or in Protocol 3.0.

If it is determined that a person is not in good standing with Toastmasters International, all clubs are prohibited from admitting the person to individual membership. World Headquarters may inform any clubs or all clubs that such person is prohibited from joining. If the person is nevertheless admitted by a club, World Headquarters may choose not to accept the dues and fees and shall instruct the club to withdraw the individual from membership.

If a person is not admitted to individual membership by a club, because of a determination denying a person good standing with Toastmasters International, there is no appeal and no recourse.

4. Good Standing of Clubs

Membership dues, including payment dates, amounts, and transfers, are governed by Article IV, Section 2 of the Bylaws of Toastmasters International.

Admission, continuation, termination, and suspension of clubs is defined in Article III, Sections 3 and 4 of the Bylaws of Toastmasters International.

A Member Club is considered paid and in good standing when its dues have been received by World Headquarters for the current dues period for a minimum of eight members—at least three of whom were members of the club during the previous renewal period.

If dues are not paid prior to the following renewal period, the club is suspended from active status, and all services and membership status for the club and its individual members are discontinued.

Each member club shall ensure membership dues are paid in advance, due April 1 and October 1 of each year, based on the total individual membership of the club as of those dues renewal report dates.

There shall be no transfer of an issued charter from an inactive club to any other group.

5. Good Standing of Individual Members

Good standing is defined in Article III, Section 8 of the Bylaws of Toastmasters International.

A paid member is one whose dues have been received by World Headquarters for the current dues period. An unpaid member is one whose dues have not been received by World Headquarters for the current dues period. Unpaid members are not considered to be in good standing by Toastmasters International.

Each member shall pay membership dues in advance, due April 1 and October 1 of each year.

An individual must be a paid member to be nominated for or to serve in any office or leadership role in Toastmasters International.

Protocol 2.0: Club and Membership Eligibility

1. Club Reinstatement

Clubs inactive for one (1) full dues renewal period may be reinstated within the following dues renewal period. To do so, the club, or its individual members when verified by a club officer, pay all of the following in full:

Current renewal dues for a minimum of eight (8) individual members, at least three (3) of whom were individual members of the club immediately prior to its inactive status;

Any overdue account balance;

And one of the following fees or dues:

a reinstatement fee equal to the current individual semiannual dues amount multiplied by eight (8) to cover the missed period. By this method, membership of individual members begins the date of the club reinstatement; continuous membership is lost.

dues for all individual members in the club during the previous reporting period. Membership of individual members continues from the dates they originally joined the club.

Clubs inactive for two (2) or more full dues renewal periods are required to be chartered as new clubs, meeting all chartering requirements.

2. Members with Disabilities

Various external laws apply to facilities and organizations regarding their responsibilities, if any, to provide accommodation to support the participation of persons with disabilities. If no public accommodation is involved, the laws may not apply.

Toastmasters International and each of its subordinate units, including regions, Districts, Divisions, and Areas, shall comply with applicable laws regarding accommodations for persons with disabilities in the jurisdictions in which meetings or other functions are held.

Since Toastmasters Member Clubs are separate legal entities, their legal obligations with respect to persons with disabilities may differ from the obligations of Toastmasters International, depending on national, state, or local regulations and the availability of facilities for meetings in their communities. It may not be reasonable, feasible, or possible to provide accommodation in every instance.

Where disability laws apply, it is the responsibility of the highest-ranking officer at the level for which an event is planned (e.g., the District Director for a District, the Club President for a club) to determine what laws and regulations may apply regarding accommodations for persons with disabilities at the event facility.

If the responsible person determines that an event facility must meet a certain standard of disability accommodation, a written guarantee shall be obtained from the facility owner or operator that the facility complies with that standard and holds Toastmasters International or the club harmless if the facility should violate that standard. If a claim or suit is subsequently brought against Toastmasters International or the club regarding disability accommodation at such event, defense of the claim or suit shall be tendered immediately to the facility owner or operator.

In the case of practical limitations or unforeseen circumstances that could result in some obstacle, hindrance, or other difficulty for a person with a disability at an event, Toastmasters International cannot and does not promise full participation in its programs to persons who are not able to participate through their own efforts.

3. Online Attendance at Club Meetings

Online attendance is defined as any member participating and interacting in a club meeting through the use of live audio and video conferencing tools utilizing an online platform.

Participants are not in the same physical location as the rest of the club members attending the in-person meeting.

Participants must be able to communicate with all other members in attendance at the in-person meeting.

Online participation in a club meeting does not include voice-only teleconferencing, recorded video, or recorded audio.

Clubs that opt to allow online attendance at the regular in-person meeting must specify this in the Addendum of Standard Club Options.

Each club determines the type of online platform(s) to be used and must acquire it at the club's expense if there is a fee for use.

Each member participating in online club meetings will provide their own technology at their own expense if there is a fee for use.

4. Online Clubs

Online clubs are defined as having a majority of members attending meetings through the use of live, online video-conferencing tools.

Each online club determines the type of online platform(s) to be used and must acquire it at the club's expense if there is a fee for use.

Each member participating in an online club will provide their own technology at their own expense if there is a fee for use.

Voice-only teleconferencing, recorded video, or recorded audio are not acceptable forms of attendance.

Online clubs must begin existence as newly chartered clubs. Existing clubs may not become online clubs, nor may online clubs change their status and become in-person clubs.

Online clubs are undistricted.

Online clubs must self-identify as such in the Addendum of Standard Club Options.

5. Guest Participation at Club Meetings

Participation in any meeting role at a club meeting is limited to individuals who are 18 years of age or older.

Clubs may create club-level rules relating to guest attendance and participation. Such rules shall not contradict the governing documents of Toastmasters International. Examples include but are not limited to:

Clubs may determine a limited number of meetings a guest may attend before being required to apply for membership.

Clubs may choose to restrict the attendance of guests who detract from the positive meeting environment.

Clubs may choose to restrict the attendance of guests who are under 18 years of age.

Protocol 2.1: Club Constitution: Modifications to Comply with Local law

Following are jurisdictions in which certain modifications to the Club Constitution are justified in order for clubs located within such jurisdictions to function legally. By virtue of this Protocol, the portions of the Club Constitution applicable to such clubs are hereby modified as stated below. No action by the clubs affected is necessary; the modification applies automatically and universally to all those clubs within the listed jurisdiction.

Australia: Article XI, Section 2 is modified to read: “In the event of dissolution of this club, distribution of any funds, after payment of any indebtedness, shall be made by contribution to another Toastmasters club located in and subject to the laws of Australia.”

Malaysia: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in Malaysia must register as a society with the Registry of Societies.”

Singapore: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in Singapore, which are not operating under the umbrella of an existing society or corporation, must register with the Registrar of Societies.”

United States: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in the United States must register with the Internal Revenue Service under Toastmasters International’s nonprofit group exemption.”

California: Article XI, Section 3, insert a new paragraph that reads: “All Toastmasters clubs in California must register with the Secretary of State.”

Protocol 2.2: Toastmasters International Legal Entities

The Board of Directors at its own initiative may establish a legal entity in any country.

When considering the establishment of a Toastmasters International legal entity in a country, the Board of Directors evaluates the following items and any other facts it considers to be relevant:

The best interests of the clubs and District(s).

The number of clubs within the country, with 35 being the minimum for consideration.

The potential to establish 150 or more clubs in the country over time.

A clear legal requirement that Toastmasters International establish a legal entity to support District functions.

Any District with 35 or more clubs in a country may, after approval by a majority of the District Executive Committee, submit a letter of inquiry to the Chief Executive Officer for review with the Executive Committee. The Executive Committee provides its recommendation to the Board.

To be considered, the letter of inquiry must include:

The specific laws and regulations that are prompting this request.

Any forms or applications required to establish an entity.

Fees to register and when they will be dues. Provide all fees; even potential fees must be disclosed. (Application fees, yearly costs, etc.)

The specific tax implications for the organization.

Details on specific auditing that would be required and if a local firm needs to be retained.

Reasons why the establishment of a legal entity is in the best interests of the clubs, District(s) and Toastmasters International.

An analysis of each District(s) that will be directly impacted, which shall include:

Financial projections demonstrating the anticipated income and expense

Summary of the strategy for the proposed process, including all benefits of establishing an entity and any drawbacks and challenges that could be faced.

Additional information may be requested by the Board as deemed necessary.

Establishment of a legal entity comes at significant cost to the organization. The Board of Directors shall use the District(s) reserve accounts to recoup these costs.

The Board of Directors will review the proposal. If approved, World Headquarters will handle all entity creation activities. Interested parties will be notified at the completion of the process.

Policy 3.0: Ethics and Conduct

1. Standards

All programs, activities, communications, and conduct of Toastmasters clubs and members shall be represented in an ethical manner, consistent with Toastmasters International’s governing documents, mission, and values.

Each club is responsible for the actions of its members.

If the actions of any club are in conflict with the basic principles, ideals, or standards of Toastmasters International, or if any Toastmasters club, Area, Division, District or other official group violates ethics and conduct standards, they may be subject to disciplinary action up to and including suspension, and/or other appropriate action.

If the actions of any individual member are in conflict with the basic principles, ideals, or standards of Toastmasters International, or if any individual member, at any level, violates ethics and conduct standards, the individual member may be subject to disciplinary action up to and including removal from good standing with Toastmasters International and/or other appropriate action.

Members shall not conduct or condone programs, activities, or communications which are defamatory, malicious, offensive, derogatory, damaging, false, libelous, or otherwise detrimental to the best interests of Toastmasters International. Members shall not assist, support, aid, facilitate, invite, or condone anyone or anything that interferes with or is detrimental to the programs, proceedings, or affairs of Toastmasters International or its clubs.

Each club, not Toastmasters International, is legally and practically responsible for resolving personal conduct issues within the club. Clubs are not liable for claims against Toastmasters International and Toastmasters International is not liable for claims against the clubs.

Members in leadership roles above the club level are subject to the ultimate authority of the Board of Directors. The Board may remove a member from good standing or expel a club, under Article III, Sections 4, 8, and 13 of the Bylaws of Toastmasters International. Removal of district officers is governed by Article VII, Section (g) of the District Administrative Bylaws and discipline of Board Members is governed by Policy 11.12.

Matters of personal conduct within Districts outside the club level are resolved by District officers when possible, with assistance from World Headquarters to the extent necessary and practically possible. The Chief Executive Officer is notified of incidents occurring outside the club level and may initiate independent action to assure that proper corrective steps are being taken.

When contacting World Headquarters for advice, members shall not intentionally provide misleading or inaccurate information, nor shall they intentionally withhold information relevant to the discussion.

World Champions of Public Speaking and Accredited Speakers

World Champions of Public Speaking and Accredited Speakers are expected to act in accordance with Toastmasters International's core values and exhibit conduct that meets or exceeds Toastmasters policy.

Each individual is expected to act in a manner that enhances the reputation of the program they have participated in and title that they have received.

When presenting, in-person or remotely, World Champions of Public Speaking and Accredited Speakers may not sell or promote products, merchandise, or services from the platform at Toastmasters events. Products, merchandise, or services may be sold prior to or subsequent to a presentation. The availability or sale of such items may be announced by the emcee or Toastmaster of the event. The speaker and the leader responsible for the event will work together to determine a mutually acceptable sales process and range of products.

World Champions of Public Speaking and Accredited Speakers do no request or accept engagement fees for speaking at Toastmasters events, whether in-person or remotely. Reasonable travel, meals, lodging, and event registration expenses may be requested and received. The speaker and the leader responsible for the event will work together to determine reasonability.

World Champions of Public Speaking and Accredited Speakers may collect contact information from members and leaders to use for future communications. World Champions of Public Speaking and Accredited Speakers must not contact Toastmasters members or leaders with unsolicited communication offering any type of service or product.

Region Advisors

Region Advisors are expected to act in accordance with Toastmasters International's core values and exhibit conduct that meets or exceeds Toastmasters Policy.

Each individual is expected to act in a manner that enhances the reputation of the program they have participated in and title that they have received.

When presenting, in-person or remotely at Toastmasters Events, Region Advisors must not engage in activities from which they may derive personal or financial gain. These activities include, but are not limited to, sale of any products, merchandise, or services, promotion of non-Toastmasters programs, requesting or receiving fees or donations for speaking at Toastmasters events.

Region Advisors may not collect contact information from members and leaders to use for non-Toastmasters communications. Region Advisors must not contact Toastmasters members or leaders with unsolicited communication offering any type of service or product.

2. Nondiscrimination, Background, and Character

Nondiscrimination is defined in Article III, Section 7 of the Bylaws of Toastmasters International.

When voting on the admission of a member or the election of an officer, members are entitled to consider any information about the person’s background or character of which they are aware, but the prospective member is not required to make any affirmative disclosures about such matters.

Toastmasters International, clubs, Districts, or any officer is not responsible for the background or character of any person admitted to club membership or elected or appointed to a leadership role.

3. Harassment and Bullying

Toastmasters International prohibits all types of harassment and bullying. This includes, but is not limited to, sexual, verbal, physical, and visual harassment and bullying (including electronically).

Creating an intimidating, offensive, or hostile environment, which includes conduct, comments, or conditions of an offensive, unwelcome, or sexual nature altering the conditions under which an individual experiences the Toastmasters program is prohibited. Specifically:

Persistent singling out of individuals.

Shouting or raising one’s voice at individuals in public or private.

Not allowing individuals to speak or express themselves.

Personal insults and use of offensive nicknames.

Repeated criticism of personal matters.

Ignoring or interrupting individuals at meetings.

Spreading rumors and gossip regarding individuals.

Unwelcome physical contact or physical abuse such as pushing, fighting, kicking, hitting, or shoving, and threats of physical abuse, are prohibited.

Unwelcome advances, requests for sexual favors, and other unwelcome verbal, written, or physical conduct, including obscene gestures, are prohibited.

Making the submission to or the rejection of such conduct the basis of participation or advancement decisions is prohibited.

Retaliating or discriminating against any member for reporting harassment is prohibited.

4. Code of Conduct

Toastmasters International's core values are integrity, respect, service and excellence. These are values worthy of a great organization, and we will incorporate them as anchor points in every decision we make. Our core values provide us with a means of not only guiding but also evaluating our operations, our planning, and our vision for the future.

The following are Rules of Conduct that apply to any form of communication, including within the Toastmasters online platform and community, as well as any and all club, Area, Division and District online platforms and communities.

Maintain Professional Decorum and Integrity

The Toastmasters International Code of Ethics and Conduct applies to social media participation, including standards for communications.

As a Toastmaster, it is important that all members conduct themselves in a professional manner at all times in accordance with the core values. This includes the use of social media. Accordingly, it is important that Toastmasters members, Toastmasters leaders, World Headquarters staff, and site visitors be treated with respect at all times. Never engage in personal attacks - threatening, insulting, or intimidating other users; "flaming" (berating another user); or "trolling" (posting derogatory, inflammatory, or provocative content attempting to bait others into responding). This includes any attacks against moderators or fellow Toastmasters.

Disagreements can and will occur. The proper focus of any conflict should be on the issue at hand and not on the individual. Please remember to be courteous when disagreeing with others. Debate and differing opinions may be appropriate. Personal attacks against others, however, are not allowed.

Never act dishonestly or unprofessionally by engaging in behavior that is detrimental to the best interests of Toastmasters International by posting inappropriate, inaccurate, objectionable or misleading content.

Do not, under any circumstance, harass, threaten, abuse, bully or harm another person, including sending unwelcome communications to others.

Never upload, post, email, transmit or otherwise make available or initiate any content, photos and video that:

Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," surveys or any other form of solicitation. This includes any content soliciting customers, clients, donors or others on behalf of your business, profession or any organization or cause other than Toastmasters International.

Includes any private communication between members, moderators or volunteer leaders of Toastmasters International on these pages or anywhere else without express written permission from the individual you are quoting.

Impersonates any person or entity, or falsely represents your affiliation with any person or entity, or misrepresents the opinions held by your group.

Supports or opposes any political party, candidate for public office, ballot measure to be voted upon by the public or legislative proposal.

Harvests, collects, or discloses information about another user without express written consent.

Transmits any harmful, invasive, or disruptive code or other materials (such as viruses, worms, or web bugs).

Social media and official Toastmasters online platforms involve many participants and are not the best place for members to express frustration with fellow Toastmasters in leadership. Communications that contain criticism, complaints, accusations, allegations, etc., are not permitted and may be subject to disciplinary action. Rather than broadcast via social media and online platforms, differences are more properly directed through official channels established to address such problems, including personal conversations, phone calls, and emails. The goodwill and social fabric of Toastmasters International must be maintained in all communications.

You are solely responsible for your content. You may not indicate that your content is anything other than your own observations or opinions. You may not represent that your statements are made on behalf of or are endorsed by Toastmasters International unless you are specifically authorized to do so in writing.

Any behavior that is patently offensive is forbidden, whether specifically identified on this list or not.

Social media enables opportunities for immediate and easy transmission of information. Users shall always obtain prior written permission before posting the comments, photos, video or work of another. Posting information about other individuals requires prior written consent; examples include but are not limited to: re-posting letters, re-using recommendations solicited using another social medium, videos and photographs.

Comply with all Toastmasters International governing documents (Bylaws of Toastmasters International, District Administrative Bylaws, Club Constitution for Clubs of Toastmasters International and Policy and Protocol).

Toastmasters International (inclusive of clubs, Areas, Divisions and Districts) has the right, but not the obligation, to modify or remove any content that appears on any official Toastmasters forum, and to restrict, suspend or terminate the access of any user, that violates this User Agreement, and to take appropriate disciplinary action under the Bylaws, and Policy and Protocol of Toastmasters International.

5. Whistle-blower Protection

A whistle-blower is any individual member of Toastmasters International who reasonably believes that Toastmasters’ Policies have been violated, or that any Toastmasters activities, Policies or practices are illegal (i.e., in violation of any applicable law, regulation or rule), that person is encouraged to follow the procedure below. An individual member may only make a report in good faith that is objectively reasonable, and not for the purpose of harassing, disrupting or interfering with the affairs of the organization or the participation of other members. An individual member who wishes to express concern about any Toastmasters Policy violation, activity, Policy or practice may:

Submit a written complaint containing reasonably credible information to the responsible volunteer leader at the next level. (For example, a club member would complain to the Club President, a Club President to an Area Director, etc.)

If the individual is not satisfied with the response received, or if the next-level volunteer leader to whom the issue would be reported is the subject of the individual’s concern, or the individual is otherwise uncomfortable speaking with the next-level volunteer leader, the individual may then make the complaint in writing to the Chief Executive Officer.

If the complaint is about the Chief Executive Officer, the individual may submit the complaint to the International President.

Board Members should submit their complaint in writing directly to the International President, and if the International President is the subject of the complaint, to the Chief Executive Officer.

No individual who has submitted a complaint in good faith shall be subject to retaliation. Moreover, an individual who retaliates against someone who has submitted a complaint is subject to discipline up to and including removal from good standing with Toastmasters International.

Reports of complaints and related investigations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Criminal matters should be reported to law enforcement.

Complaints not resolved to the satisfaction of the individual may be reported promptly to the Chief Executive Officer or International President. The Chief Executive Officer or International President will determine if further investigation is warranted and may recommend corrective action.

A whistle-blower who makes a report that is not in good faith may be subject to discipline, up to and including removal from good standing with Toastmasters International, or other appropriate action less than removal, to protect the best interests of Toastmasters International and its members.

6. Political Ethics

No action shall be taken—written, verbal, or otherwise—which interferes with the right of every qualified member to seek and achieve election to office at any level.

No action shall be taken that interferes with the right and duty of every delegate and of every proxyholder to vote according to their best judgment.

No individual member, club, District, or other group shall engage in any activity or campaign by use of threats, restrictions, intimidations, deals, candidate slates, pressures, or other unethical means which might prevent or dissuade any member from competing in an election process or from exercising their best judgment.

No person or entity shall publish or distribute any material which contains defamatory remarks, malicious or derogatory charges, or false or libelous statements.

Except for District conferences and the International Convention, all meetings of District officers and Board Members shall be confined to such activities as assist the District officers in fulfilling their responsibilities and shall not be used for political purposes.

All communications and activities endorsing a candidate, either by the candidate or by supporters of the candidate, shall focus on the candidate’s Toastmasters accomplishments and personal qualifications for office. Endorsements shall not be used without the permission of the endorser.

No negative information about candidates is allowed in distributed written communications or in communications at an official Toastmasters meeting.

Only the club officer who assigns the proxy may instruct the proxyholder how the club wishes to vote at any election. Credentials team members may only provide information on the logistics of voting and may not direct the votes of any delegate or proxyholder.

7. Disciplinary Standards

For the protection of Toastmasters International, its Districts, Divisions, Areas, and clubs (hereafter referred to as “affiliates”) and individual club members, certain standards of conduct shall be observed. Violation of these standards may be addressed by appropriate corrective, preventive, and disciplinary action, which may include removal, suspension, or progressive disciplinary action relating to the good standing of an individual member, in the good faith discretion of the Board.

In determining the appropriate corrective, preventative, or disciplinary action, the Board may consider all circumstances it deems relevant including, but not limited to, the following:

The intentional misrepresentation, distortion, or misleading omission by the member in dealings with or under the auspices of Toastmasters International, or any of its affiliates.

The unauthorized use of Toastmasters International property, including copyrights, trademarks, and trade names.

Threats, intimidation, coercion, or other interference with the activities of other Toastmasters individual members.

Conduct which is disorderly or endangers the well-being of others, willful damage to property, or the illegal or improper use of Toastmasters funds while participating in activities sponsored or sanctioned by Toastmasters International or any of its affiliates.

The violation of Toastmasters International’s governing documents.

Violation of this Ethics and Conduct Policy subjects the offending club to
suspension or expulsion under Article III, Sections 4 and 13 of the Bylaws of Toastmasters International, which may be mitigated if the club expels an offending member and/or removes the person from any club office or ends the club’s own violations.

Violation of this Ethics and Conduct Policy subjects the individual member to suspension or removal from good standing, or other appropriate action, under Article III, Sections 8 and 13 of the Bylaws of Toastmasters International.

8. Disciplinary Actions by the Board of Directors

The Board may take disciplinary actions relating to the good standing of individual members of clubs under Article III, Section 8 of the Bylaws of Toastmasters International, of Delegates at Large under Article III, Section 4(b) of the Bylaws, and of clubs under Article III, Section 4(a) of the Bylaws.

Only the Board is authorized to suspend or expel a member or club from Toastmasters International. Disciplinary proceedings are governed by Article III, Section 13 of the Bylaws of Toastmasters International.

The Board has discretion to decide the amount of evidence warranting issuance of a resolution and the level of detail in the resolution.

The initial resolution adopted by the Board may be modified as the Board sees fit so long as the charged member is notified of material changes to the resolution not less than 20 days before the hearing date.

The Board may accommodate reasonable changes to the hearing date if requested by the charged member.

If the member does not respond to the notice and does not appear at the hearing or provide a statement, the Board may take the proposed action as of the proposed effective date.

Whether the charged member appears at the hearing or provides a statement, the charged member may present written statement(s) from witnesses regarding the charge(s) only. These statements are to be considered testimony, which is a form of evidence that is obtained from a witness who makes a solemn statement or declaration of fact.

The Board may choose to receive certain information from witnesses confidentially and not permit the charged member to know the identity of such witnesses or to cross-examine them.

The Board decides the scope of participation allowed to any attorney representing the charged member and the extent to which detailed information and documents pertaining to the charges and evidence are shared with the charged member prior to and during the hearing.

Toastmasters International is responsible for its own hearing costs. Translation costs are the responsibility of the charged member, unless the Board decides otherwise.

Once the hearing ends, the charged member and any representative(s) are excused from the meeting. The Board then deliberates and votes. Toastmasters International staff and legal counsel may be present if needed. The Board may decide to impose a different disciplinary action from that proposed.

Disciplinary action is effective on the proposed effective date, and continues for the period specified by the Board or until the Board restores the status of the charged member.

The Board may, by a majority vote, reinstate a club that has been suspended or terminated for disciplinary reasons.

In the event of a disciplinary proceeding relating to the good standing of an individual member of a club (and/or the individual’s status as a Delegate at Large), the charged member’s club shall have the opportunity to participate as follows:

The charged member’s club shall be entitled to the same written notice as the charged member, including any modified notice.

The charged member’s club may choose to appear at the hearing or make a statement to the Board at its own cost and may present testimony of witnesses within the limits stated above.

The Board may waive or alter provisions of this Policy relating to timing, by a three-fourths vote after determining that the waiver or alteration is necessary to prevent imminent harm to Toastmasters International or any of its affiliates.

If the charged member is a voting member of Toastmasters International as a Delegate at Large, under Article III, Section 4(b) of the Bylaws the Board may, by following the above procedure, terminate, suspend, or otherwise affect the individual’s voting membership.

Protocol 3.0: Ethics and Conduct

1. Violation Reporting

If an ethics or conduct violation arises, it is to be handled initially at the closest practical level to the incident.

If the resolution of a violation is not satisfactory, the matter may be safely reported to the next level. Club-level matters not resolved at the club level are reported to World Headquarters.

If the matter is not reported, the next level is not to be held responsible for the situation.

The person receiving the report shall conduct a confidential investigation and shall initiate appropriate action to resolve the matter.

Regardless of the level at which an incident occurs, if any person involved in the matter believes it was not resolved in accordance with the governing documents of Toastmasters International, or if the process is not feasible, such person may promptly report the situation to the Chief Executive Officer or to the International President if the Chief Executive Officer is charged with a violation.

Any claim, threat of lawsuit, or lawsuit involving an ethics violation occurring outside the club level must be reported promptly to the Chief Executive Officer.

In jurisdictions where laws are stricter than the Toastmasters International governing documents, members and clubs are required to observe the stricter standards.

Suspected violations of criminal law, such as embezzlement, theft, assault, or trespass should be reported to the appropriate law enforcement authorities in the jurisdiction. Any such violation occurring outside the club level must be reported to World Headquarters.

2. Club Procedure to Discipline a Member

Disciplinary actions conducted by a club relating to an individual member are addressed in Article II, Section 6 of the Club Constitution. Each club is responsible for handling its own disciplinary matters following Toastmasters Policy and Protocol. District leaders have no club-level authority and shall not be involved in club-level disciplinary matters. World Headquarters, at the request of club officers, provides counsel and direction in matters of process.

The process set forth below in C through K applies if a club considers disciplining an individual member. This includes, but is not limited to, situations in which the International President requests that the club initiate proceedings against a particular member.

An individual member who wishes to express concern about any ethics and conduct or other violations involving a member of the Club Executive Committee or club may submit a complaint containing reasonably credible information to the Club President, who becomes the investigative officer. If the Club President is the charged member, has a conflict of interest, or is exhibiting undue bias, the next highest-ranking club officer replaces the Club President throughout the remainder of the proceedings. A conflict of interest occurs when the Club President has a business or personal relationship with the charged member. In such cases, the Club President must not participate in the investigation.

If the investigative officer believes the member complaint to be reasonably credible, a confidential investigation must be completed within a reasonable time. The investigative officer discusses the findings from the investigation with the complaining member and the charged member (separately or together) in an effort to reach a mutually agreeable resolution. If a resolution is reached, the matter is closed.

If a resolution is not reached, the investigative officer refers the matter to the Club Executive Committee. The Club Executive Committee determines, by a majority vote, whether:

Sufficient evidence of alleged violations exists.

A disciplinary hearing takes place.

The disciplinary hearing is conducted by the Club Executive Committee or the club members.

The following disciplinary actions are available to the club:

Request a public apology

Letter of censure

Suspension of up to 90 days

Decline to renew membership

Terminate membership in the club

Refer the matter to World Headquarters for further investigation

A Notice of Hearing is required to conduct a disciplinary hearing. The Notice of Hearing shall include the following:

Location, date and time of the hearing

A list of the charges

The specific Policy or Protocol referring to the charges

The potential disciplinary actions available to the club, as listed above

This is the disciplinary hearing procedure, when conducted by the Club Executive Committee.

The Club Executive Committee creates the Notice of Hearing and provides it to the charged member.

After receiving the Notice of Hearing, the charged member has 15 days to respond to the charges, either orally or in writing.

The Club Executive Committee distributes copies of the Notice of Hearing and any response from the charged member to all members of the Club Executive Committee no fewer than seven (7) days prior to the disciplinary hearing.

After the 15-day response time, the Club Executive Committee holds the disciplinary hearing.

The chair of the disciplinary hearing shall be the Immediate Past Club President unless unable to do so, in which case the highest-ranking club officer who is present will serve as chair. The investigative officer may not chair the hearing.

The Club Executive Committee must have a quorum present (majority).

At the disciplinary hearing, the investigative officer will present the list of charges to the Club Executive Committee.

If the charged member requests, the charged member is given an opportunity to appear before the committee to address the charges.

Club Executive Committee members may ask clarifying questions of the investigative officer and charged member.

The charged member is excused for discussion and voting.

The Club Executive Committee, by majority vote, determines if the charges are substantiated.

If the charges are substantiated, the Club Executive Committee, by majority vote, determines the appropriate disciplinary action(s) to be taken.

In order to terminate membership, two-thirds of the Club Executive Committee present and voting must vote in favor of termination.

The charged member and club members are notified of the action taken.

The charged member may appeal the Club Executive Committee’s decision to the club within 15 days of the date of notice. Below is the procedure to hold an appeal hearing:

The Club Executive Committee sends notice of a special business meeting to all club members to conduct the appeal hearing, along with a copy of the original Notice of Hearing, no fewer than seven (7) days prior to the appeal hearing.

The chair of the appeal hearing shall be the Immediate Past Club President unless unable to do so, in which case the highest-ranking club officer who is present will serve as chair. The investigative officer may not chair the hearing.

The club must have a quorum present (majority).

At the appeal hearing, the investigative officer will present the list of charges to the club members.

If the charged member requests, the charged member will be given the opportunity to address the charges.

Members of the club may ask clarifying questions of the investigative officer and the charged member.

The charged member is excused for discussion and voting.

A majority of members present and voting is required to overturn the Club Executive Committee's decision.

Below is the disciplinary hearing procedure when conducted by the club members.

The Club Executive Committee creates the Notice of Hearing and provides it to the charged member.

After receiving the Notice of Hearing, the charged member has 15 days to respond to the charges, either orally or in writing.

The Club Executive Committee distributes copies of the Notice of Hearing, and any response from the charged member, to all members of the club no fewer than seven (7) days prior to the disciplinary hearing.

After the 15-day response time, the club members hold the disciplinary hearing.

The chair of the disciplinary hearing shall be the Immediate Past Club President unless unable to do so, in which case the highest-ranking club officer who is present will serve as chair. The investigative officer may not chair the hearing.

The club must have a quorum present (majority).

At the disciplinary hearing, the investigative officer will present the list of charges to the club members.

If the charged member requests, the charged member is given an opportunity to appear before the club to address the charges.

Members of the club may ask clarifying questions of the investigative officer and charged member.

The charged member is excused for discussion and voting.

The club members, by majority vote, determines if the charges are substantiated.

If the charges are substantiated, the club members, by majority vote, determine the appropriate disciplinary action(s) to be taken.

In order to terminate membership in the club, two-thirds of the club members present and voting must vote in favor of termination.

The charged member and club members are notified of the action taken.

There is no appeal of a decision made by the club members.

When an individual is removed from membership in a club, the Club President must notify World Headquarters within seven (7) days. If the Club President is the member removed, the next highest-ranking officer is responsible for notifying World Headquarters.

If a member's appeal of a terminated club membership is successful, the Club President must notify World Headquarters within seven (7) days.

3. District Procedure to Discipline a Member

Resignation or removal of a District officer is addressed in Article VII, Section(g) of the District Administrative Bylaws.

An individual member who wishes to express concern about any ethics and conduct or other violation involving a member of the District Executive Committee, other appointed District leader, or an individual Toastmasters member participating in District activities, may submit a complaint to the District Director. If the District Director is the charged member, the next highest-ranking District officer replaces the District Director throughout the remainder of the proceedings.

The District Director completes a confidential investigation within seven (7) days. The District Director discusses the findings from the investigation with the complaining member and the charged member (separately or together) in an effort to reach a mutually agreeable resolution. If a resolution is reached, the matter is closed.

If a resolution is not reached, the District Director or the next highest-ranking District officer replacing the District Director appoints a District Disciplinary Committee and informs World Headquarters. World Headquarters provides counsel and direction in matters of process.

The District Disciplinary Committee has five (5) members: the Immediate Past District Director (chair), a Past District Director (co-chair), and three (3) DEC members, selected for their impartiality. If the Immediate Past District Director (IPDD) is involved in the complaint, a Past District Director chairs the committee and the IPDD is excused. Where there is no IPDD or insufficient PDDs, the District Director may invite other past District leaders to serve on the committee.

The committee receives copies of the original complaint, the charged member's response and the results of the District Director's confidential investigation and carries out further investigations at its discretion.

If the committee determines that sufficient evidence of alleged violations exists, charges are developed, and the member is notified that a hearing will take place. The hearing may be in person or by teleconference. All discussion and materials are subject to confidentiality.

A Notice of Hearing is required to conduct a disciplinary hearing. The Notice of Hearing shall include the following:

Date, time and location, including in-person address or teleconference information

A list of charges

The specific Policy or Protocol referring to the charges

The charged member's club shall have the opportunity to participate as follows:

The charged member's club shall be entitled to the same written notice as the charged member, including any modified notice.

The charged member's club may choose to appear at the hearing or make a statement as a witness to the committee at its own cost only to present testimony within the limits stated below.

After receiving the Notice of Hearing, the charged member has 15 days to respond to the charges, either orally or in writing.

After the 15-day response time, the committee holds the disciplinary hearing.

The complainant and the charged member have the opportunity to participate in the hearing. The committee determines the time limit for discussions, as well as the amount of and the manner in which evidence is received, whether in person or in writing.

The charged member provides any written, physical, or other evidence (other than oral testimony) to the committee no later than 48 hours prior to the hearing.

The hearing is a closed hearing. The only people permitted in attendance are the District Disciplinary Committee members, the complainant, the charged member, and witnesses. Witnesses may be suggested by the complainant, the charged member and the committee. If witnesses are in attendance, they speak only to the charges and evidence presented.

At the hearing, the co-chairs:

Confirm that a quorum is present.

Indicate the hearing is not a court of law, and that the disciplinary process is being followed as outlined in Toastmasters’ governing documents.

Advise participants that recording of the hearing is prohibited.

State that all discussion is limited to the charges and evidence presented.

Present findings from the investigation. The findings may contain sensitive and confidential information.The committee may keep the source of information confidential.

Provide the charged member with a predetermined amount of time to speak and respond to the charges.

Provide any witnesses who are speaking a predetermined amount of time to speak.

Excuse all parties present except the committee to discuss the charges, evidence and response of the charged member.

The committee discusses, and determines, by majority vote, whether the charges were substantiated.

If the charges are substantiated, the committee discusses disciplinary action and determines, by majority vote, the proposed disciplinary action.

Disciplinary actions may include one (1) or more of the following:

Private written censure of the member by the District Executive Committee

Public written censure of the member by the District Executive Committee

Suspension from participation in District activities – not to exceed 18 months

Suspension or removal from District office

Suspension from eligibility to be elected or appointed to District office – not to exceed 18 months

Request that the Board of Directors conduct a disciplinary hearing to consider removing the individual from good standing with Toastmasters International.

The committee makes a motion setting out the proposed disciplinary action to the District Executive Committee. The District Executive Committee may ask clarifying questions, and proceed to vote on the proposed disciplinary action. Voting may take place in person or in a virtual meeting, following the voting procedures outlines in Protocol 7.1:District Events.

Removal from office requires a two-thirds vote of the entire District Executive Committee. Other disciplinary action must be approved by a majority vote of those present and voting.

The charged member and World Headquarters are notified in writing within 24 hours of any disciplinary action.

The disciplinary process and the outcome must be kept confidential, except in the following circumstance. The District Director or next highest-ranking District officer replacing the District Director communicates the information, after consultation with World Headquarters.

If the charged member of the complainant has made the matter public

If club officers or District leaders should be notified in order to minimize potential harm to other members

In other appropriate situations, when the best interest of Toastmasters International may require discreet communications to others

If the District Executive Committee approves disciplinary action, the charged member may appeal to the Board of Directors within 15 days.

The Board of Directors may, on its own initiative, review the District Executive Committee's decision and reach a different conclusion in the best interests of Toastmasters International, its Member Clubs and individual members.

4. Procedure to Discipline Accredited Speakers, World Champions of Public Speaking, and Region Advisors

An individual member who wishes to express concern about any ethics and conduct or other violation involving an Accredited Speaker, World Champion of Public Speaking, or Region Advisor, may submit a written complaint containing reasonably credible information to World Headquarters. If the complaint is deemed to be reasonably credible, a disciplinary review following the steps in this protocol may be conducted.

Violations include, but are not limited to, harassment; discrimination; illegal, dishonest, or unethical behavior described in the Policy 3.0: Ethics and Conduct; failure to uphold Toastmasters International's Bylaws, Policies or Protocols.

Disciplinary action may include, but are not limited to:

A warning or reprimand

A requirement to acknowledge the infraction or violation

A requirement to correct the infraction

A commitment to non-recurrence

An apology to affected parties

Provision of financial restitution to persons affected or to the organization for costs of the disciplinary process

Suspension of title for a specific time or permanently

Removal from good standing with Toastmasters International for a specific time or permanently

Disciplinary review and action are based on the severity of the potential violation:

A level-one violation is a minor infraction (for example: inappropriate or disrespectful behavior with individual Toastmasters members or staff. Inappropriate or disrespectful behavior at Toastmasters events.)

The International President reviews the information, conducts an investigation and consults with the Executive Committee and others as needed, and engages in disciplinary communication (orally and/or in writing) to the Accredited Speaker, World Champion of Public Speaking, or Region Advisor.

If correctable, the individual acknowledges the infraction and corrects it.

If not correctable, the individual acknowledges the infraction and commits in writing to non-recurrence.

The International President informs the Board of Directors.

A level-two violation is a severe violation (for example: excessive, inappropriate, or disrespectful behavior at a Toastmasters event, or relating to World Headquarters; consistently missing or being unprepared for Toastmasters-related speaking engagements; promoting the violation of Toastmasters Bylaws, Policies or Protocol; deliberately misusing the Accredited Speaker, World Champion of Public Speaking, or Region Advisor title, embarrassing the organization, tarnishing the reputation of the program).

The International President reviews the information, conducts an investigation and consults with the Board of Directors and others as needed.

The Board of Directors determines the appropriate disciplinary measure, up to and including a hearing to consider revocation of the Accredited Speaker, World Champion of Public Speaking, or Region Advisor.

The Board may assign the matter to the Disciplinary Committee. The Disciplinary Committee and the Board of Directors must follow all required disciplinary processes.

If the Board decides to proceed with the Disciplinary Committee's recommendation, appropriate procedures are followed.

There is no appeal of the Board's decision.

5. Recognition Program Violations

The Chief Executive Officer is authorized to delay, deny, or withdraw the granting of any recognition award, or the acceptance at World Headquarters of any documentation in support of any such award, if it appears that there were misrepresentations by or on behalf of the individual, club, Area, Division, or District seeking the award.

The final decision to deny or withdraw an award is the responsibility of and must be confirmed by the International President.

There is no right of appeal beyond the International President.

If there are misrepresentations in the submission of a club’s renewals, charter fees, or membership applications, that club shall be suspended from all performance results for the remainder of the program year.

The District Director, Program Quality Director, and Club Growth Director shall be immediately notified of the action and provided the reasons for suspension.

If all three (3) officers, or a majority of the officers and the Immediate Past District Director, or a majority of the District Executive Committee, certify in writing that, in their judgment, there was no misrepresentation, then the club can be reinstated to the performance results.

Clubs suspended from a District’s year-end performance results must be reinstated before July 15 in order to receive credit for recognition as a Distinguished Club, Distinguished Area, Distinguished Division, and Distinguished District.

Districts shall not create, administer, or promote any recognition programs which compete with official Toastmasters International recognition programs.

Policy 4.0: Intellectual Property

1. Trademarks and Copyrights

The use of Toastmasters International’s trademarks is defined in Article III, Section 6 and Article XIII, Sections 1 through 4 of the Bylaws of Toastmasters International.

The membership marks “Toastmasters International,” “Toastmaster,” and “Toastmasters,” and the emblem are registered for trademark protection in all countries where Districts, Provisional Districts, or Territorial Councils exist, for exclusive use by or under the authority of Toastmasters International. Trademark registration prior to Territorial Council or Provisional District status is pursued if deemed appropriate by the Chief Executive Officer.

The Chief Executive Officer is authorized and directed to take appropriate steps as needed to protect the copyrights and marks of Toastmasters International and to prohibit their unauthorized use or misappropriation by any unauthorized person or group in any geographical area.

Individual members are provided Toastmasters International’s proprietary material for educational purposes only in connection with Toastmasters activities. Any unauthorized derivative works which are created using Toastmasters International’s proprietary material are the property of Toastmasters International.

Unauthorized use of the marks or copyrighted materials is prohibited and may result in removal from good standing of an individual member, revocation of a club charter, removal of an officer at any level, or other disciplinary or legal action.

Toastmasters International may create and use an alternate graphic image rather than the official emblem.

When used, all rights and prohibitions that apply to the emblem shall apply to such image.

The Chief Executive Officer determines whether trademark or other protective measures are taken with regard to such images.

Changes to any such alternate graphic image must be approved by the Executive Committee.

2. Brand Standards

The Toastmasters brand is made up of several elements integral to ensuring a consistent identity for Toastmasters club, Districts and Toastmasters International. Its correct and consistent application accelerates engagement, raises the organization's credibility and improves brand recall. Brand elements include:

Logo

Wordmark

Color Palette

Typography

Tagline

Toastmasters International publishes a Brand Manual on the Toastmasters International website. It includes all brand standards that shall be followed. The primary brand standards are:

The Toastmasters logo and wordmark, as currently published by Toastmasters International, are the graphic images that represent Toastmasters clubs, Districts, and Toastmasters International.

The logo and wordmark may not be modified in any way.

Individual members, clubs and Districts may not create or use their own logos to replace or supplement the Toastmasters logo and wordmark.

Previous versions of the emblem or logo and non-compliant brand images may not be used on any club- or District-related material except when the material is part of an historical display.

A previous version of a Toastmasters banner may be displayed at a Toastmasters event as long as the most currently branded version of the banner is more prominently displayed.

When photos are posted on social media of any Toastmasters event where banners are displayed, a previous version of a Toastmasters banner shall only be shown if the most currently branded version of the banner is more prominently shown.

There are seven colors that make up Toastmasters' brand color palette. No other colors may be used in the development of marketing materials, meeting agendas and related items, electronic media, or any other material that represents Toastmasters in any way.

The Toastmasters brand is represented by four fonts. No other fonts may be used.

Toastmasters' official tagline is "Where Leaders Are Made." While usage is not mandatory, no other tagline or theme may be used except in promotion of special events such as District conferences and club officer and District leader training events.

Misuse of brand elements is prohibited and may result in removal from good standing of an individual member, revocation of a club charter, removal of an officer at any level, or other disciplinary or legal action.

3. Use of Toastmasters Material

Toastmasters International is promoted through the Success Communication Series, the Success Leadership Series, The Better Speaker Series, The Leadership Excellence Series, and The Successful Club Series and Youth Leadership programs, which non-members may attend.

Toastmasters International’s tax-exempt and nonprofit statuses are jeopardized when the organization or clubs are perceived to be in the seminar business and in competition with for-profit enterprises.

In the countries where Toastmasters clubs are covered by liability insurance, the insurance is not valid for activities outside of normal Toastmasters meetings.

All programs are presented by individual members acting as representatives of their clubs, thereby preserving the identity of the programs, clubs, and organization.

Non-Toastmasters may request permission from Toastmasters International to use Toastmasters' programs and materials. Individuals, educational institutions, and other organizations may only use Toastmasters' programs and materials in a manner which provides no pecuniary gain or profit, directly or indirectly, as described in Article II of the Articles of Incorporation of Toastmasters International.

Districts are responsible for training club officers and for providing other training that helps clubs function more effectively, achieve excellence, and deliver on their mission.

Individual members and clubs may only conduct training programs, seminars, and other events for other clubs and members with the permission of the District. Subject matter and content of any such training program, seminar, or event shall be in keeping with the club and District missions.

4. Membership Contact Information

Members’ contact information is only provided to appropriate members and officers as needed.

Members’ contact information is only used for official Toastmasters business.

Stationery, business cards, electronic media, and websites, solely to indicate the person’s affiliation with a Member Club

Any personal newsletter, electronic media, bulletin, or similar item; articles such as trophies, ribbons, banners, certificates, clothing, or other items except by specific, prior written authorization from the Chief Executive Officer

Individual

2. Websites

Club, Area, Division, District, and region websites should contain information useful to current and prospective members and officers including, but not limited to, event calendars, membership benefits, performance-motivating articles, newsletters, distinguished program goals and progress, dates of latest updates, a link to the Toastmasters International website (which is the primary source for club meeting times and locations).

Each club website should contain the club name, meeting time and location, a contact telephone number or email address, the club mission, and a link to the District website.

Club websites may not contain material irrelevant to achieving the mission of the club.

The Club President is the publisher of the club website and ultimately responsible for its content.

Each Area and Division website may also contain listings of clubs within the Area or Division, membership-building tips for clubs, the club and District missions, and a link to the District website.

The District Director is ultimately responsible for the content of Area and Division websites within the District.

Area and Division websites must either be part of the District website or published on a free or donated Web hosting site and linked to and from the District website.

Websites must be transferred to the incoming District Director by July 1. If a website cannot be transferred or the incoming District Director does not want to continue its use, the page must be removed.

Each District website should also contain information such as how to organize new Toastmasters clubs; membership-building tips for clubs; a calendar with information about events such as training, District conferences, and the International Convention; the club and District missions; and links to Area and Division websites within the District.

District websites may not contain material that is irrelevant to achieving the mission of the District.

The District Director is the publisher of the District website and ultimately responsible for its content.

Region websites may also contain information such as articles and ideas to motivate the Districts’ achievement of goals, links to District performance information on the Toastmasters International website, promotion of Toastmasters programs, the mission and vision of Toastmasters International, District and club missions, recognition for achievements or progress toward achievements of District goals, schedules and information about District visits, links to websites of Districts within the region, and District conference dates and locations.

Region websites may contain a list of Past International Presidents and Past International Directors showing only their home Districts and years of service.

The Region Advisor is the publisher of the region website and is ultimately responsible for its content.

Officers at all levels shall not create office-related websites separate from those of their clubs, Areas, Divisions, Districts, or regions.

Officers may reference their Toastmasters membership and position on a personal website.

All club, Area, Division, District, and region websites shall include a Toastmasters International trademark acknowledgement statement as published by Toastmasters International. As the trademark owner, Toastmasters International reserves the right to determine how trademarks are used on websites.

Toastmasters websites may not include copyrighted information from Toastmasters International or any other source without the express written permission of the copyright owner.

Clubs, Areas, Divisions, Districts, and regions may publish websites in donated space and acknowledge the donation on the website.

Clubs and Districts may sell advertising space to offset costs and increase income.

Regions may sell advertising space to offset costs.

Advertising revenues may be subject to tax on unrelated business income.
Clubs are responsible for any such tax implications resulting from club websites. District and regional advertising revenues may result in unrelated
business income tax for Toastmasters International, and so must be reported
in financial records submitted to World Headquarters, with provision made to cover any such tax from the revenues thereby generated.

Individual members may not receive any compensation to create, maintain, or host Toastmasters websites; however, normal and reasonable costs to maintain the site may be reimbursed by the club or District.

A disclaimer must be included on all Toastmasters websites as follows: “The information on this website is for the sole use of Toastmasters’ members, for Toastmasters business only. It is not to be used for solicitation and distribution of non-Toastmasters material or information.”

3. Language and Translations

English is the official business language of Toastmasters International. All club officers and District leaders must be proficient in English.

Toastmasters supports additional languages by translating educational and marketing materials, as dictated by protocol, in the following languages:

Arabic

French

German

Japanese

Korean

Portuguese

Simplified Chinese

Spanish

Tamil

Traditional Chinese

Translation and distribution of any Toastmasters International material bearing Toastmasters trademarks or copyrights must be conducted and managed by World Headquarters.

Permission to translate any additional Toastmasters materials shall be obtained in advance from the Chief Executive Officer.

Permission to translate into a new language is granted on a case-by-case basis and based on the following factors:

When at least 20 chartered Member Clubs in good standing currently conduct their meetings primarily in the language being considered for translation and there is the potential to build more clubs whose meetings would be conducted primarily in that language, World Headquarters may grant permission to translate promotional brochures, the Competent Communication manual, the Competent Leadership manual, at least two (2) Advanced Communication manuals and the Club Leadership Handbook.

When at least 35 chartered Member Clubs in good standing currently conduct their meetings primarily in that language and there is the potential to build more clubs whose meetings would be conducted primarily in that language, World Headquarters may give permission to translate at least two (2) additional Advanced Communication manuals and select marketing material.

When 60 or more Member Clubs in good standing currently conduct their meetings primarily in that language, World Headquarters may give permission to translate the remaining Advanced Communication manuals, the High Performance Leadership program, and other materials.

World Headquarters determines which materials have priority for translation.

Members may request permission to translate existing Toastmasters materials into a supported language. Permission may be granted on a case-by-case basis under the following conditions:

Materials are translated, edited, and proofed by the member or by an individual or service designated by World Headquarters.

World Headquarters reviews all content to ensure accuracy and quality prior to distribution.

An Assignment Agreement must be completed to assign copyright of the translated material to Toastmasters International.

World Headquarters reserves all rights to create and distribute all translated materials.

Policy 5.0: Toastmasters International and Other Organizations

The Toastmasters International Board of Directors may authorize the establishment of alliances between Toastmasters International and other organizations. Such alliances must further the mission and strategic goals of Toastmasters International and its clubs.

The Chief Executive Officer negotiates such alliances on behalf of Toastmasters International; all related agreements are subject to the approval of the Executive Committee and the Board of Directors.

Alliance agreements shall not include provisions that require Toastmasters clubs to participate in any activities or take any action.

Toastmasters clubs, Districts, and other administrative units shall not enter into an alliance with any organization.

The educational programs of Toastmasters International may only be used to provide communication and leadership development activities which are consistent with and related to the Toastmasters International mission and which preserve its identity as a nonprofit educational organization.

When Toastmasters International cooperates with other organizations, the separate identity of Toastmasters International must be maintained.

Protocol 5.0: Corporate and Community Activities

In addition to Toastmasters Member Clubs and Gavel Clubs, the following entities are authorized to conduct the following programs:

Program

Clubs

Areas

Divisions

Districts

Speechcraft

X

Youth Leadership

X

Success Leadership and Success Communication

X

Speakers Bureaus

X

X

X

X

Unauthorized activities include, but are not limited to, fundraising in cooperation with other organizations; establishing or promoting scholarships and foundations; sponsoring or endorsing a non-Toastmasters speaking contest without permission from the Chief Executive Officer; and adapting, reprinting, or paraphrasing Toastmasters International’s copyrighted materials.

Clubs and Districts (including Areas and Divisions) may contact organizations at the local level for the purpose of starting a new club or conducting one of the activities listed in the table above. All non-local contact with other organizations is made by the International President, the Chief Executive Officer, or individuals to whom authorization is delegated.

Policy 5.1: Gavel Clubs

Gavel Clubs, which operate as special groups affiliated with Toastmasters International, are formed as a result of individuals’ inability to comply with eligibility requirements. Gavel Clubs are referenced in Article I, Section 2(f), and Article III, Section 1 of the Bylaws of Toastmasters International and in the Club Constitution and the Standard Bylaws for Gavel Clubs.

Toastmasters International provides its materials, methods, and services to Gavel Clubs to the extent to which it is practicable to do so.

The functioning of a Gavel Club must not be in conflict with the operation or basic instruments, purposes, and Policies governing Member Clubs and Districts.

The Gavel Club program is administered by World Headquarters.

Gavel Clubs are not affiliated with any Toastmasters Member Club or District. Individual members, Member Clubs, and Districts may have a working relationship or lend support to Gavel Clubs.

A group that is ineligible for chartering a Toastmasters Member Club may apply for a Gavel Club Certificate of Affiliation upon accepting and complying with the following:

Gavel Club operations are consistent with the requirements of the sponsoring organization of which the Gavel Club members are a part and with the principles of Toastmasters International.

A Certificate of Affiliation, issued by the Chief Executive Officer, constitutes a grant to the Gavel Club of authority to use the name issued it; to proclaim its affiliation with Toastmasters International; and to possess, display, and use Gavel Club emblems and insignia owned by Toastmasters International.

The group uses such educational materials, methods and services of Toastmasters International as are made available to them subject to terms and conditions agreed upon between authorized representatives of the proposed Gavel Club and the Chief Executive Officer.

If the policies or operation of the sponsoring organization or the Gavel Club are in conflict with the principles of Toastmasters International, or with the functioning of a club or other unit, or if the Gavel Club is suspended or rendered inactive by authority of the sponsoring organization, or if the Gavel Club or its sponsoring organization ceases to cooperate with Toastmasters International, the Certificate of Affiliation may be revoked.

A Gavel Club functioning as a youth speech club may be established on the initiative of Toastmasters members provided its operation does not encroach upon the functioning or continuity of a Youth Leadership Program. In case of conflict between the creation of a youth Gavel Club and a Youth Leadership Program, a Certificate of Affiliation shall not be granted.

Policy 6.0: Speech Contests

Toastmasters International recognizes and supports the following official speech contests: International, Evaluation, Humorous, Table Topics, Tall Tales, and Video (only for members of undistricted clubs). No other contest types, showcases, etc., shall be conducted by Districts.

Districts must conduct the International Speech Contest. The International Speech Contest shall only be conducted in English.

Districts may conduct up to three (3) additional English speech contests each year. The District Director recommends which contests are to be conducted, subject to the approval of the District Executive Committee, at its first meeting of the program year.

Districts may also conduct up to four (4) non-English speech contests each year. The District Director recommends which contests are to be conducted, subject to the approval of the District Executive Committee, at its first meeting of the program year.

Each of these contests is conducted in a language selected by the District Director and approved by the District Executive Committee.

A non-English contest may be conducted using the rules of the International Speech Contest. Such a contest shall be titled using the name of the language. For example: Chinese Speech Contest.

Non-English contests shall not continue beyond the District level.

All District-level speech contests are conducted only at the annual District conference.

Contests must originate at the club level and proceed through the Area, Division, and District levels respectively; only contests following this progression are permitted at each level. All clubs are eligible to advance contestants to the Area level in all contests regardless of the contest language or the primary language of the club.

Toastmasters International pays the travel expenses of each contestant who participates in the International Speech Contest at the semifinal level at the International Convention. The travel allowance is computed in the same manner and subject to the same restrictions as that of District leaders.

The Speech Contest Rulebook is Protocol and applies to all Toastmasters speech contests. Modifications to rules shall only be made through the Protocol review process. Exceptions are not permitted.

Individual admission fees to a contest may be charged to audience attendees and contest officials; however, contestants may never be charged a fee to compete in a contest, and clubs may never be charged a fee to send a contestant to a contest.

Policy 6.1: Accredited Speaker Program

1. Eligibility

Active members of a club in good standing, who meet all requirements outlined here, are eligible to apply for the Accredited Speaker Program.

Have completed all levels in a single path in the Toastmasters Pathways learning experience, or have earned Advanced Communicator Bronze or Advanced Toastmaster Bronze

Have presented a minimum of 25 eligible speaking engagements to non-Toastmasters audiences within the past three (3) years (from the date of application)

15 of the 25 speaking engagements must have been paid engagements.

Travel or expense reimbursements, gifts, donations, or per diems qualify for a maximum of seven (7) of the 15 paid speaking engagements.

At least eight (8) of the 15 paid speaking engagements must have been speeches or presentations for which the speaker was directly compensated a pre-arranged fee.

The speaker must be the principal author/owner of a substantial portion of the content used. Content owned by an outside source and used as the major portion of a presentation does not qualify.

These speaking engagements must not have been presented as part of the speaker’s regular employment, unless self-employed.

International Officers or Directors, candidates for International Officer or Director, Region Advisors and applicants for Region Advisor are not eligible to apply to the Accredited Speaker Program.

2. Application Process

World Headquarters accepts Accredited Speaker Program applications between January 1 and February 1 each year.

Applications submitted after February 1 and before January 1 are not considered.

Those who meet eligibility requirements and submit a complete application as outlined here are eligible to become candidates for the Accredited Speaker designation.

A completed Accredited Speaker Application Form (the official Accredited Speaker Application Form must be used)

Must include a list of 25 eligible speaking engagements, as outlined in Section 1.A.II

A link to a video presentation that is 20 to 60 minutes in length, spoken in English, and recorded before a live, non-Toastmasters audience

Five (5) recommendations from five (5) different clients for paid speaking engagements

A Level 1 application fee of $100 USD

This fee is non-refundable and non-transferable.

Links to any applicable websites dedicated to the applicant’s professional speaking career

Applicants cannot be denied from the program solely because they do not have a professional website.

In February, World Headquarters reviews all eligible applications to ensure they are complete and meet outlined requirements.

If an application is incomplete or missing information, or the video does not meet outlined requirements, the applicant will be notified and permitted seven (7) days to correct the error.

If the applicant does not, or is unable to, correct the error within seven (7) days, they will not be considered for Level 1 that year and must re-submit a complete application during a new application cycle if they would like to re-apply.

Their $100 USD application fee will not be refunded or applied to a future application.

3. Accredited Speaker Program Process

The Accredited Speaker Program consists of Level 1 and Level 2.

Eligible applicants who submit a completed application in January advance to Level 1.

Level 1 of the Accredited Speaker Program follows the below progression.

Complete applications submitted to World Headquarters are shared with Level 1 judges.

Level 1 judges are Accredited Speaker Program Council members, as selected by the council chairs, with approval of the First Vice President.

The Accredited Speaker Program Council members (Level 1 judges) thoroughly review all elements of each application.

All components of the application may be taken into consideration when determining whether to give the applicant a passing score.

When viewing applicant videos, council members use the Accredited Speaker Program Judge’s Guide and Ballot to score the video presentation and provide the applicant with written feedback.

After reviewing all the application materials and using the Judge’s Guide and Ballot to score the video presentation, council members provide the applicant with a final score out of 100.

80 or above is a passing score.

To advance to Level 2, candidates must receive a passing score from four (4) out of five (5) council members (Level 1 judges).

All applicants who receive a passing score from four (4) out of five (5) judges will advance to Level 2.

All applicants who do not receive a passing score from four (4) out of five (5) judges will not advance to Level 2 and must re-submit a complete application during a new application cycle if they would like to apply again.

Their $100 USD application fee will not be refunded or applied to a future application.

Level 2 of the Accredited Speaker Program follows the below progression:

All applicants who advance become Level 2 candidates and are invited to give a live presentation during the Accredited Speaker Program at the Toastmasters International Convention in front of a panel of judges.

Candidates who accept the invitation to present at the Accredited Speaker Program must submit a Level 2 application fee of $150 USD.

This fee is nonrefundable and nontransferable.

Candidates who are unable to accept the invitation to present at the Accredited Speaker Program the same year they passed Level 1 may present at Level 2 any year within three (3) years of their original application.

Candidates participating in Level 2 in a different year than when they passed Level 1 must inform Word Headquarters of their intent by May 1 of the year they plan to participate.

Upon informing World Headquarters, these candidates will be required to pay the $150 USD Level 2 application fee.

Based on the number of Level 2 candidates in a given year, World Headquarters may conduct the Accredited Speaker Program in multiple groups during the International Convention.

Each group will have its own panel of judges.

Level 2 judges are Accredited Speaker Program Council members, as selected by council chairs, with the approval of the First Vice President.

Council members are provided with each candidate’s basic information and context regarding area of expertise as submitted at Level 1.

Following the live presentations, council members (Level 2 judges) assign each candidate a score out of 100.

80 or above is a passing score.

For a candidate to receive the Accredited Speaker designation, they must receive a passing score from four (4) out of five (5) council members (Level 2 judges).

Council chairs serve as chief judges for the Accredited Speaker Program and review results to determine which candidates received the designation. They inform all candidates of results before they are announced.

All Level 2 candidates who receive a passing score from four (4) out of five (5) judges receive the Accredited Speaker designation.

Level 2 candidates who do not receive a passing score from four (4) out of five (5) judges do not receive the Accredited Speaker designation.

Candidates who present at Level 2 but do not receive the designation may reapply beginning at Level 2 and present again at the International Convention (must be within three [3] years of the original attempt).

Returning candidates must inform Word Headquarters of their intent by May 1 of the year they plan to participate.

Candidates who return at Level 2 must pay the $150 USD Level 2 application fee each time they return.

The number of times a candidate may return and attempt beginning at Level 2 is twice. Following this, the candidate must re-apply at Level 1 with a complete application.

Accredited Speakers must not damage the Toastmasters International or Accredited Speaker brands in any way.

When presenting at Toastmasters events or about Toastmasters, Accredited Speakers must use materials in presentations that accurately reflect the Accredited Speaker Program and the Toastmasters International brand.

All Accredited Speakers are encouraged to use the Accredited Speaker logo and must abide by the guidelines regarding its authorized and unauthorized uses.

Authorized uses of the Accredited Speaker logo

Professional websites (must include a link to the Toastmasters International Accredited Speaker page)

Presentation slides

Speaker one-sheets

Social media accounts (e.g., Facebook, LinkedIn)

Email signatures

Stationery

The back of business cards

Unauthorized uses of the Accredited Speaker logo

The front of business cards

Logos or visual representations for a club, Area, Division, or District, including those that specifically support members who strive to achieve the Accredited Speaker designation

Only Toastmasters International World Headquarters and Accredited Speakers are authorized to use the Accredited Speaker logo.

On articles such as trophies, ribbons, banners, certificates, clothing, or other items, except with specific, written approval and authorization from the Chief Executive Officer.

5. Accredited Speaker Program Council

The Accredited Speaker Program Council works in conjunction with World Headquarters to oversee the Accredited Speaker Program, judge each level of the program, provide onboarding and support to new Accredited Speakers, report any known violations of conduct regarding an Accredited Speaker to World Headquarters, and suggest potential program improvements to World Headquarters.

The Accredited Speaker Program Council consists of two (2) council chairs and a minimum of five (5) council members for each level of the Accredited Speaker Program.

Council chairs must be appointed by the First Vice President, subject to ratification by the Executive Committee.

Council members must be appointed by the council chairs with the approval of the First Vice President, subject to ratification by the Executive Committee.

For Level 1, five (5) council members are appointed for every 15 applicants each year.

For Level 2, an additional five (5) council members are appointed for each Accredited Speaker Program segment that will be held at the International Convention.

Council chairs must be Accredited Speakers who are active Toastmasters members of clubs in good standing.

Council members must be, in order of preference:

Accredited Speakers who are active Toastmasters members of clubs in good standing

The responsibilities of the Accredited Speaker Program Council chairs include:

Inviting council members to serve at both Level 1 and Level 2, with the approval of the First Vice President

Conducting a judges’ orientation during both Level 1 and Level 2 of the Accredited Speaker Program

Council chairs must be physically present for the Accredited Speaker Program at the International Convention; no travel allowances will be provided by World Headquarters.

Conducting virtual orientation(s) for new Accredited Speakers, using materials and resources provided or approved by World Headquarters

Council chairs must coordinate with World Headquarters to determine the timing for the orientation.

Council chairs may request assistance from council members in the orientation and support of new Accredited Speakers.

Supporting all new and existing Accredited Speakers

Be available and willing to answer questions about use of the logo, use of the Accredited Speaker title, speaking at District conferences, representing the Accredited Speaker Program, and adhering to Policy 3.0.

Connect Accredited Speakers with World Headquarters for questions that are outside of the council chairs’ purview or expertise.

Reporting any known violations of conduct regarding an Accredited Speaker to World Headquarters

Serving as Chief Judge for both Levels 1 and 2 of the Accredited Speaker Program

Providing feedback on their experience to World Headquarters, including proposed rule changes

7. Council Member Responsibilities

For Level 1, the responsibilities of Accredited Speaker Program Council members include:

New Districts are created, and existing Districts consolidated or reformed, under the authority of Article XII, Section 1, of the Bylaws of Toastmasters International only after the Board of Directors has determined the following:

Enough Member Clubs exist in the territory to be included within the proposed new or consolidated Districts.

These clubs are of sufficient membership strength to assure efficient and financially sound administration of such proposed Districts.

District formations may be approved by the Board based on the following:

The Board, on its own initiative, may grant authority for Territorial Councils, Provisional Districts, and Districts.

Sixty clubs in good standing is the basis for development of a sound District administration.

All clubs within the boundaries of a Territorial Council, or of a Provisional, consolidated, or reformed District become a part of such District, and no club within that territory thereafter has the right to maintain an independent operation, except under unusual circumstances or conditions determined by the Board.

The Board may form, consolidate, or reform Districts on its own initiative for the best interests of Toastmasters International and the clubs.

Applications for a Territorial Council, Provisional District, or District are submitted to the Chief Executive Officer. The Board may approve the formation upon recommendation from the Chief Executive Officer.

When a new Member club is organized, it is assigned to the District within which boundaries it meets. Exceptions are only considered with the concurrence of the District Councils involved and with the approval of the Board of Directors.

The assignment of a new club to an Area is made by the District Director, subject to approval by the District Executive Committee.

Changes to the alignment of a new club must be reported to World Headquarters by the District Director within 30 days of the club’s charter date. Any changes received after 30 days will not be reflected until the following July 1.

When a club moves its meeting location into the geographic boundaries of another District, its District affiliation does not change until the next July 1. This change must be reported to World Headquarters and both District Directors within 30 days of that date.

The best interests of the clubs and District are taken into consideration when assigning clubs to Areas.

Areas consist of four (4) to six (6) clubs; however, an Area may consist of three (3) clubs on July 1 only when an effort to charter a fourth club is in process.

Under no circumstances may an Area have more than six (6) clubs on July 1.

Advanced clubs may not be segregated into Areas.

Areas may be segregated by language, subject to the approval of the District Council.

Districts assign clubs to Areas based upon:

Geographic proximity to other clubs

The ability of an Area Director to effectively provide service

Club size and strength (e.g., paid, active, disbanding)

Prospective clubs and expected growth

The likelihood of eligibility for Distinguished programs (e.g., club base of the Area or Division)

A Division must have a minimum of three (3) Areas.

2. Territorial Councils

The Board may create non-district administrative units called Territorial Councils in any undistricted territories for the purpose of forming new Districts.

The criteria for the creation of a Territorial Council is the evidence of potential growth of clubs and members in a specific geographical area within five (5) years and the evidence of potential of at least 20 clubs therein for eventual District status.

The clubs within a Territorial Council may organize an informal operating structure, electing such officers as needed to coordinate and guide a club growth program for District status. The clubs may plan and participate in training sessions, educational programs, speech contests, and other growth- oriented activities.

Once granted Territorial Council status by the Board, a Territorial Council is entitled to administrative support from World Headquarters; a District number, which is the next sequential District number available; official participation in the Distinguished District Program; a District reserve account; applicable membership dues income; assignment to a region; and travel reimbursement to official District leader training.

Individual members of clubs in a Territorial Council may participate in the Video Speech Contest.

If a Territorial Council meets the minimum requirements for District status before becoming a Provisional District, it may skip that step and apply to the Board for District status.

Those performing leadership roles in a Territorial Council have the same responsibilities as the equivalent leadership roles in a fully-qualified District, subject to such limitations as Policy, Protocol, or Board action may provide.

Each year, the Board reviews the progress of Territorial Councils. If, after three (3) years, the Territorial Council has not made significant progress toward becoming a Provisional District or District, the Board may remove Territorial Council status and all related privileges. The clubs would revert to being undistricted.

3. Provisional Districts

A Territorial Council may apply to the Chief Executive Officer for Provisional District status when the following requirements are met:

The council has 45 or more clubs in good standing for two (2) consecutive semiannual reporting periods.

Once granted Provisional District status by the Board, a Provisional District is entitled to administrative support from World Headquarters; a District number, which is the next sequential District number available; official participation in the Distinguished District Program; a District reserve account; applicable membership dues income; assignment to a region; visits from International Officers, directors, and/or Region Advisors; and travel reimbursement to official District leader training and to the International Convention.

Individual members of clubs in Provisional Districts may participate in the Video Speech Contest.

A Past Provisional District Director is eligible to be nominated for election to the Board.

Within three (3) years after granting Provisional District status, the Board reviews the progress of the Provisional District. Performance in the Distinguished District Program is considered in the decision to grant full District status.

After reviewing District progress, the Board either allows the Provisional District to continue to function as a District or takes such action as it considers in the best interest of Toastmasters International.

When a Provisional District reaches 60 or more clubs in good standing, it may apply to the Board for District status.

Before becoming eligible for full District status, each newly created Provisional District is required to be in operation for a minimum of nine (9) months ending on June 30, during which time it must adopt the District Administrative Bylaws; elect officers, establish an organizational structure, and subdivide itself into Areas; and operate District programs in alignment with Toastmasters International’s governing documents.

Any authorization to operate as a Provisional District continues until full District status is granted or until it is otherwise terminated by the Board.

4. Reformed or Consolidated Districts

The Board reviews the status of Districts with more than 240 clubs every three (3) years, or sooner if necessary, to determine if reformation is in the best interests of Toastmasters International and the clubs.

The Board may also consider consolidating a District with another District or Districts if it has fewer than 60 clubs.

Any District with 200 or more clubs that wants to be considered for reformation may, after approval by a majority of the District Executive Committee, submit a letter of inquiry to the Chief Executive Officer for review with the Executive Committee. The Executive Committee provides its recommendation to the Board.

If the Board approves the request or directs a reformation, the District Director appoints a reformation committee to conduct a detailed needs analysis that includes the following:

Map of proposed boundaries demonstrating that the reformed Districts will have no fewer than 100 clubs each

Number of clubs; club strength; growth trends; growth potential; population; education; languages spoken; and geographic influences, such as rivers, mountains, proximity of clubs to one another, and international borders, for both Districts

Reasons why the reformation is in the best interests of the members, the clubs, the Districts, and Toastmasters International

Financial projections demonstrating the anticipated income and expense for both Districts

The needs analysis is submitted to the Chief Executive Officer for review with the Executive Committee. The Executive Committee provides its recommendation to the Board.

Two (2) years prior to reformation, the District elects two (2) Club Growth Directors, one (1) Program Quality Director and a District Director. One (1) year prior to reformation, the District elects two (2) Club Growth Directors, two (2) Program Quality Directors and one (1) District Director. In cases when two (2) or more Districts jointly reform or when one (1) District reforms into more than two (2) Districts, the Board will provide additional direction as needed.

The District with the oldest surviving club within its boundaries will retain the original District number. The other District will receive the next sequential number available. The number will be communicated to the District leaders no later than July 1 of the year prior to reformation.

District records through the reformation are retained by the original District. Copies of records essential to their proper administration are furnished to the newly formed District. Separate records are kept after the reformation.

Once the reformation takes place, World Headquarters distributes funds in the original reserve account to the reserve accounts of the reformed Districts, according to the ratio of the number of membership payments made by clubs in each reformed District in the program year immediately preceding the reformation.

Funds in local District bank accounts must be divided according to the ratio of the number of membership payments made by clubs in each reformed District in the program year immediately preceding the reformation. World Headquarters shall oversee the allocation of funds at the time the bank accounts are established for the new District.

At any stage of the reformation process, Districts may be asked to submit a progress report to the Chief Executive Officer.

Additional reformation requirements may be determined necessary by the Board due to special circumstances.

5. District Consolidation

The consolidation of a District occurs on the initiative of the Board.

The Board reviews the status of Districts with fewer than 60 clubs every three (3) years, or sooner if necessary, to decide if consolidation is in the best interest of the organization.

When determining whether consolidation is appropriate, factors such as the number of clubs in the District, market potential within the District, past performance, leadership, and geography are considered.

If it is determined that consolidation is in the best interests of Toastmasters International and the clubs, the District is advised that it is being considered for consolidation.

If the District wishes to remain a District and not be consolidated, it is given the opportunity to develop and present a growth plan to the Board. The growth plan identifies potential markets within the District and provides a specific strategy and reasonable timeline for building 60 clubs and more.

If a growth plan is accepted, the Board reviews the progress of the District each year and takes what action is in the best interests of Toastmasters International and the clubs.

If a District is to be consolidated, the clubs in that District are notified of the date of consolidation. The Board takes whatever action necessary to ensure that the clubs involved have the opportunity to participate in elections or speech contests conducted by the District absorbing the clubs.

Protocol 7.1: District Events

1. District Events

All District events, including but not limited to District conferences, club officer training, District leader training and District Council meetings, must not be held jointly with any other District.

2. Training

All District-sponsored officer training incorporates the core content of the training programs for District leaders and club officers provided by Toastmasters International.

Training events are included as part of the District calendar and published in District communications, including District newsletters and websites.

If unable to attend training in their home District, a club officer may get credit for training in another District. An attending club officer is responsible for notifying both Districts.

3. Area and Division Director Training

It is recommended that initial Area and Division Director training be held before the program year begins. If this is not possible, training must occur no later than September 30.

The mandatory minimum duration of initial Area and Division Director training is four (4) hours.

Area and Division Directors should be trained together in a central location; however, geographically large Districts may train Area Directors by Division or by Divisions grouped together. Further, at the discretion of the District Director, training may be conducted online through use of live audio and video conferencing tools utilizing an online platform if:

The cost of travel to attend training is higher than half the cost of semi-annual dues.

The distance for two (2) or more Area or Division Directors to meet in a central location is greater than 60 miles/100 kilometers.

Travel time to a central location is greater than two (2) hours round trip.

Travel conditions place the safety of the Area and Division Directors at risk.

Additional training for Division and Area Directors shall be conducted throughout the year. Such training must focus on topics that support the achievement of the District and club mission:

Supporting all clubs in achieving excellence

Effective club visits

Techniques for creating new club opportunities and building new clubs

Success plan status review

Individual leadership development topics such as time management, conflict resolution, delegation and leadership opportunities

Conducting effective Area and Division Council meetings to reinforce club support

Succession planning

Such additional training of Division and Area Directors may include other elected and appointed District leaders and is conducted at Division or District meetings.

4. Club Officer Training

Districts train club officers a minimum of twice yearly: between June 1 and August 31 and between November 1 and February 28 (or February 29 in leap years).

The Toastmasters Leadership Institute (TLI) is the recommended method of club officer training. If the District chooses this format, it must conform to the guidelines published by Toastmasters International. The terms “university” and “college” shall not be used.

All District events are training opportunities. As part of District leader and club officer training, Districts may include educational sessions on communication and leadership for all members. District funds shall not be used to subsidize separate sessions for non-officers.

Districts do not create any educational awards, including degrees, diplomas, or certifications.

Districts only conduct training sessions focused on the training of club officers or District leaders and the achievement of the club or District mission.

Districts do not compete with for-profit enterprises that deliver training programs. District-sponsored training is available only to members and their guests. These events are not open to the general public nor used as fundraising events.

5. District Executive Committee Meetings

The District Executive Committee ensures that District leaders work to achieve the District mission.

The composition and duties of the District Executive Committee are defined and described in Article XI, Section (a) of the District Administrative Bylaws.

The District Executive Committee reviews and approves the District Success Plan; approves the budget and oversees the financial operation of the District; recommends the assignment of clubs to Areas and Divisions; reviews recommendations and reports of District committees, including those of the Audit Committee; and performs any duties assigned by the District Council.

The District Executive Committee meets at least four (4) times each year. One (1) meeting shall be conducted in-person. Additional meetings are conducted in-person or virtually.

Virtual meetings occur as recommended by the District Director and agreed upon by a majority of the committee. Any agenda item that requires the District Executive Committee to vote must adhere to the following process:

Notice of the electronic vote is posted to the District website four (4) weeks in advance of the vote opening.

The District posts the proposed agenda item at least 14 days in advance of the vote.

District Executive Committee meeting information is included in the District calendar and in other District communications.

Only those who have business before the District Executive Committee and have been invited by the District Director attend District Executive Committee meetings.

Any training at District Executive Committee meetings focuses on achieving the District mission.

At District Executive Committee meetings, unless noted, the following business is conducted:

The District mission is reviewed.

Roll call is taken, and a quorum is certified.

The District budget is prepared prior to the budget submittal deadline; copies of the budget are provided at or before the meeting.

The Audit Committee’s report is presented to the District Executive Committee prior to each District Council meeting; copies of the audit are provided at or before the meeting. The Audit Committee is governed by Article XI, Section (c) of the District Administrative Bylaws.

The Profit and Loss Statement is presented; copies of the report are provided at or before the meeting.

At the meeting prior to the District Council’s annual meeting, the alignment of clubs into Areas and Divisions is recommended.

The District Director’s recommendations to fill any vacancies in office are approved.

The District Director, Program Quality Director, Club Growth Director, Division Directors, and Area Directors report on the District Success Plan and Distinguished program progress.

The District Council's annual meeting in which the elections take place is conducted in person. Other meetings of the District Council, including special meetings, are conducted virtually.

Virtual meetings occur as recommended by the District Director and agreed upon by a majority of the District Executive Committee. Any agenda item that requires the District Council to vote must adhere to the following process:

Notice of the electronic vote is posted to the District website four (4) weeks in advance of the vote opening.

The District posts the proposed agenda item at least 14 days in advance of the vote.

The District posts the proposed budget at least 14 days in advance of the vote.

The District posts information about proposed appointees at least 14 days in advance of the vote.

District committee chairs and others, whose participation the council requires, may attend. Members, who are not voting members of the council or their proxyholders, may attend the meeting but do not participate in council deliberations.

At District Council meetings, unless noted, the following business is conducted:

The District mission is reviewed.

The Credentials Committee report is presented.

The Audit Committee report is presented.

The District budget is adopted at the first District Council meeting.

The Profit and Loss Statement is presented.

Appointed officers are confirmed at the first District Council meeting.

The District Executive Committee’s action to fill any vacancies in District office is confirmed.

The assignment of clubs to Areas and Divisions for the following year is adopted at the District Council annual meeting.

The District Leadership Committee report is presented at the District Council annual meeting.

Nominations from the floor are taken, and election of District officers is conducted at the District Council annual meeting.

The District Director, Program Quality Director, Club Growth Director, Immediate Past District Director, and District Public Relations Manager report on progress toward District goals.

7. Division Council Meetings

The Division Council manages Division activities; facilitates the achievement of club, Area, Division, and District goals; and helps with administrative activities, such as Division contests, meetings, and training.

The Division Council meets at least twice each year. Meetings are conducted in-person when practicable. The Division Director notifies attendees at least four (4) weeks before each meeting.

Council members are the Division Director, Assistant Division Director Program Quality, Assistant Division Director Club Growth, and Area Directors within the Division.

Unless noted, the following business is conducted at Division Council meetings:

Area Success Plans and progress in the Distinguished Area Program are presented.

Club Success Plans and progress in the Distinguished Club Program are presented.

The club officer training attendance report is presented.

Plans for Division events, such as training and speech contests, are made.

8. Area Council Meetings

The Area Council manages area activities and supports each club in the Area in fulfilling the club mission.

The Area Council meets at least twice each year. Meetings are conducted in-person when practicable. The Area Director notifies attendees at least four (4) weeks before each meeting.

Council members include the Area Director, Assistant Area Director Program Quality, Assistant Area Director Club Growth, Area Secretary, Club Presidents within the Area, Club Vice Presidents Education within the Area, and Club Vice Presidents Membership within the Area.

Unless noted, the following business is conducted at Area Council meetings:

Club Success Plans and progress in the Distinguished Club Program are presented.

Club officer training attendance reports are presented.

Plans for Area events, such as training and speech contests, are made.

In accordance with the District Council's decision to elect or appoint Area Directors as specified in the District Administrative Bylaws, Article VII, Section C, evaluate and assess Area Director candidates in order to either:

Provide one (1) or more appointment recommendations to the District Director no later than a date recommended by the District Director and approved by the District Executive Committee. That date will be announced in the District's annual call for nominations. The recommendations are subject to alignment changes by the District Council, or

Elect the following year's Area Director and provide the results of the election to the District Director no later than a date recommended by the District Director and approved by the District Executive Committee. That date will be announced in the District's annual call for nominations. The elections are subject to alignment changes by the District council.

9. Annual District Conferences

The purpose of the annual District conference is to provide communication and leadership training opportunities toward achieving the club and District missions and to hold the in-person District Council meeting. The annual conference is established in Article XII, Section 4 of the Bylaws of Toastmasters International and further defined in Article X, Section (a) of the District Administrative Bylaws.

District conference information is included in the District calendar and in other District communications.

The following events occur at the annual District conference:

The in-person District Council meeting. Voting members or their proxyholders are required to attend the annual District Council meeting.

The International Speech Contest and any other District-level speech contests. These District-level contests may only take place at this event.

Educational sessions that focus on achieving the club and District missions.

10. District Leader Training

District Directors, Program Quality Directors, and Club Growth Directors have training opportunities from World Headquarters: ongoing e-learning sessions, August District Leader Training at the International Convention, and Mid-year District Leader Training.

Region Advisors attend the in-person trainings and may participate as trainers. International Directors may also attend and participate as trainers, as needed.

Policy 7.2: District Management

1. District Records

The legal status of Districts, Divisions, and Areas is stated in Article XII, Section 3(e) of the Bylaws of Toastmasters International. District records are governed by Article XII, Section (a) of the District Administrative Bylaws. District, Division, and Area records are the property of Toastmasters International and not of any individual, District, Division, or Area.

The District Council is responsible for the storage and preservation of such records, which are made reasonably available to members for review.

The Chief Executive Officer maintains District records received from the Districts.

Communications received by a District are District records and are Toastmasters International property. The District Director determines whether the content of these communications is shared with other District leaders.

2. District Conflict of Interest

The purpose of this policy is to protect the District’s and Toastmasters International’s interests when a District contemplates entering a transaction that might benefit the private interest of a District officer.

District officers are defined and described in Article XII, Section 3(a) of the Bylaws of Toastmasters International and in Article VII, Section (a) of the District Administrative Bylaws.

A potential conflict of interest occurs if a District contemplates a material financial transaction between the District and a District officer, or between the District and a person or company with which a District officer is affiliated.

A material financial transaction is defined as a total of more than $100 USD, or equivalent, within the District’s annual budget year.

A person is considered affiliated if the District officer is related to the person by blood, adoption, or marriage.

A company is considered affiliated if the District officer (or a relative of the District officer) is a director, officer, employee, or agent of the company or owns one (1) percent or more of the value of the company.

A District officer involved in such a transaction must abstain from voting or participating in any District decision regarding that transaction. Such District officer may only present the proposed transaction to the District and respond to questions.

The District may engage in such a transaction if each District officer involved discloses to the District Executive Committee, prior to the transaction, all relevant facts concerning the transaction including the District officer’s affiliation with the parties involved in the transaction.

The District Executive Committee reviews the relevant facts.

The transaction is approved only if a majority of the District Executive Committee concludes that the proposed transaction is fair and reasonable; for the purpose and benefit of the District; not for the excess benefit of the District officer involved nor for the benefit of the person or company affiliated with the District officer; and the most beneficial arrangement that the District could obtain under the circumstances with reasonable effort.

The District Executive Committee may refer the transaction to the District Council for approval, following the same procedure, if deemed appropriate.

The minutes of a meeting at which such a transaction is considered records the matters discussed and the voting results.

Certain transactions shall not be approved, including without limitation the lending of the District’s money, the guarantee or extension of the District’s credit, and funds for the personal use or benefit of the recipient (in addition to other transactions which may violate the California Nonprofit Public Benefit Corporations Code).

3. Past Leaders

Past leaders provide District support while working under the direction of the District Director by promoting focus on the District mission, acting as an advisor or mentor, encouraging District leaders, helping during District meetings, encouraging leadership participation, and chairing District committees.

Past leaders may not interfere in District affairs, disrupt District meetings, nor actively support traditions that do not achieve the District mission.

A Past District Directors Committee, if present, supports the District and its leaders, may not engage in District political activity, and works under the direction and on tasks assigned by the District Director.

4. District Receivership

Receivership is governed by Article III, Section (c) of the District Administrative Bylaws.

In the case of a solely financial problem, receivership may be partial and may involve placing the conduct of financial affairs directly under the control of the Chief Executive Officer until the problem is solved.

In the case of a problem regarding the officers within the District that is beyond the capability of the District Council or District Executive Committee to resolve, a partial or full receivership may be necessary in addition to action by the Board of Directors (or by the Executive Committee under urgent circumstances).

Resignation or removal of one or more District officers is governed by Article VII, Section (g) of the District Administrative Bylaws.

If it appears that a District’s ability to accomplish its mission is in jeopardy, the Chief Executive Officer brings the matter to the attention of the Executive Committee.

The Executive Committee decides unanimously whether receivership, other action, or no action is appropriate.

If action is necessary, the Executive Committee decides whether the action to be taken is urgent or may be considered by the Board.

The appropriate International Director is consulted before any decision of the Executive Committee or the Board is made.

A declaration of receivership affirms the potential removal of a District leader; the provisions of the District Administrative Bylaws to be suspended, modified, or augmented; a list of the leaders who are delegated the authority to fill vacancies, convene meetings, approve expenditures, and make decisions regarding the affairs of the District; and the period of time during which receivership applies.

5. District Corporate Relations

To maintain long-term corporate relationships with the sponsoring corporations, the District officers may conduct activities similar to the following for corporate clubs:

Policy 8.0: Dues and Fees

Membership dues payments are governed by Article IV, Section 2 of the Bylaws of Toastmasters International.

The annual dues amount for members of all clubs is $90 USD, payable as $45 USD semiannually in April and October.

A member who joins a club at a time other than in April and October pays prorated dues according to the following table, payable in USD:

Join Month

Districted Clubs

May or November

$37.50

June or December

$30.00

July or January

$22.50

August or February

$15.00

September or March

$7.50

The names of the members for whom dues are paid are submitted with the dues payments to Toastmasters International.

The new member fee for each new member, including charter members of new clubs, is $20 USD.

Past International Presidents receive lifetime membership in all clubs to which they belong. All Toastmasters International dues are waived.

The charter application fee for a new club is $125 USD. New clubs pay dues six (6) months in advance. This may result in the need to submit prorated membership dues for the subsequent dues renewal period.

The certification fee for a Gavel Club is $50 USD. The annual renewal fee for a Gavel Club is $48 USD, payable each November and prorated for groups requesting certification after November.

Club charter fees and membership dues and fees are paid by that club or an appropriate sponsoring agency, company, or group and not from District funds, or a District leader’s personal funds, except when that District leader is also a President, Vice President, or Treasurer of that club. Club charter fees may be paid by another club, however membership dues and fees may not.

The Board of Directors reviews the dues, fees, and submission processes at least every three (3) years beginning in 2009.

In the event of a natural disaster or other extenuating circumstance affecting one (1) or more clubs’ ability to pay membership dues, the Chief Executive Officer, after consultation with the International President, may postpone or reduce the membership dues for the affected clubs or take other appropriate measures. It is
the responsibility of the affected clubs to contact World Headquarters for consideration.

Protocol 8.1: Club and District Assets

Clubs and Districts may only own assets necessary to facilitate the Toastmasters program. Clubs and Districts are administered by volunteers who primarily use their own personal equipment. District assets are the property of Toastmasters International as described in Article III, Section (b) of the District Administrative Bylaws.

Authorized assets include, but are not limited, to bank accounts; electronic equipment; and incidental items used to conduct meetings, club or District business, such as office supplies, lecterns, banners, timing lights, audiovisual equipment, and educational materials. Districts may rent or lease storage space to store District assets only.

Assets not authorized for clubs and Districts—whether rented, leased, purchased, or donated—include, but are not limited to, motor vehicles, office space, real property, furniture, and phones.

Each District and club must maintain a written list of its assets and a written procedure to account for and smoothly transfer the assets to the following administration. A copy of each District’s list must be signed by the Immediate Past and current District Directors and submitted to World Headquarters by August 31 of each year.

Protocol 8.2: Fundraising

1. Guidelines

Clubs, Areas, Divisions, and Districts may conduct fundraising activities to offset the costs of educational sessions and to further the purpose of Toastmasters International, provided certain guidelines are met, including the following:

The product or service rendered is donated or voluntary.

No individual member profits financially from the activity.

The profits are used to further Toastmasters International’s tax-exempt purpose.

At least one-third of the club’s total support is from member dues.

Fundraising is conducted on an infrequent and irregular basis.

The fundraising activity is legal in the club’s or District’s city, state, province, and/or country.

All revenue and residual funds raised in connection with a District event or activity (such as a contest, conference or training) sponsored by a club, Area or Division, belong to the District. If the event or activity results in a loss, it is assumed by the District.

2. Fundraising Activities

Clubs may conduct Speechcraft, the Success Communication Series, the Success Leadership Series, The Better Speaker Series, The Successful Club Series, and the Leadership Excellence Series as fundraising activities. Areas, Divisions and Districts may not conduct these programs.

Clubs may charge participants a program materials fee.

The fees charged participants must not exceed the cost of 12 months Toastmasters International membership dues.

Special permission may be granted for higher fees in extenuating circumstances. Before promoting a workshop or program with fees exceeding the cost of 12 months Toastmasters International membership dues, clubs must:

Submit a request to World Headquarters including the desired fee, explanation of extenuating circumstances, and planned date of workshop.

Receive specific written permission from World Headquarters prior to scheduling or promoting the planned workshop.

No individual, organization, or other group can profit from the delivery of a Speechcraft, Success Communication Series, Success Leadership Series, or Better Speaker Series workshop under any circumstances.

Any violation of this Fundraising Protocol is subject to disciplinary action.

Raffles, auctions, or sales of donated goods may be held at a club, Area, Division, or District event.

It is acceptable to pursue advertisements or sponsorship for club and District newsletters, websites, conference programs, and events, the revenue from which is used to offset production costs.

Entertainment books or diner’s books may be sold. No other items may be bought and resold.

The Toastmasters name may not be used in connection with non-educational events.

Funds may not be raised for social events for other charitable causes; for setting up a fund, such as a scholarship or educational fund; nor to support a campaign for a candidate at any level inside or outside the organization.

Competitive and recreational fundraising events not directly related to the Toastmasters purpose, such as golf tournaments or walkathons, may not be organized or participated in.

Any event that has a high degree of risk, including risk of injury or death, is prohibited.

3. Tax and Other Legal Requirements

It is the responsibility of the individual clubs to determine the tax filing or other legal requirements in their city, state, province, and/or country, and to file proper forms as appropriate.

Failure to comply with tax or other legal requirements may result in the revocation of a club’s charter.

Policy 8.3: District Leader Expenses

1. District Leader Expenses Paid by World Headquarters

District expenses are governed by Article XII, Section 2, of the Bylaws of Toastmasters International.

World Headquarters reimburses the travel expenses of the District Director, Program Quality Director, and Club Growth Director (including for Provisional District leaders and equivalent leadership roles for Territorial Councils) for the mid-year and August trainings as follows:

World Headquarters fully reimburses round-trip public transportation costs at the lowest rate between the passenger terminal nearest the training site and the home of the officer.

World Headquarters reimburses motor vehicle transportation at the current charitable standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service (IRS) by the most direct route for the following individuals:

United States citizens residing in the United States; or

United States citizens residing outside of the United States who file a United States tax return; or

Non-United States citizens residing in the United States.

For non-United States citizens residing outside of the United States, reimbursement is governed by local regulations and/or District policy, not to exceed the current IRS standard business rate.

Mileage reimbursement shall not exceed the lowest airfare rate. A person accompanying another person receiving reimbursement is not entitled to reimbursement.

World Headquarters reimburses actual costs incurred for any other mode of transportation not exceeding the lowest airfare rate.

District Directors attending the International Convention each receive a $30 USD per diem (not exceeding $120 USD) when the District Director attends the Candidate Corner, Candidate Showcase, and the Annual Business Meeting; and one (1) discounted convention registration.

World Headquarters does not provide reimbursement for travel or expenses for Territorial Council leaders except as specified above.

2. District Leader Expenses Paid by Districts

District expenses paid by Districts are governed by Article XII, Section (a) of the District Administrative Bylaws. Expense reimbursements to District leaders must be included in the District budget.

For Mid-Year District Leader Training, Districts may reimburse the District Director, Program Quality Director, and Club Growth Director for lodging and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 USD per day.

For August District Leader Training, Districts may reimburse the District Director, Program Quality Director, Club Growth Director, and other leaders for whom training is provided and authorized by Toastmasters International, for lodging and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 USD per day.

For International Convention, Districts may reimburse the District Director, Program Quality Director, and Club Growth Director for registration, lodging, and transportation expenses not paid by World Headquarters. Meals may be reimbursed up to $30 USD per day.

For International Convention, Districts may reimburse the Immediate Past District Director for registration, lodging, and transportation expenses not paid by World Headquarters.

Districts do not reimburse any other individuals for travel outside the District or for items related to travel outside the District.

Registration includes conference or convention registration and ticketed events and meals that are part of the conference or convention.

Lodging includes hotel accommodations, including applicable taxes; it excludes personal telephone expenses and other incidental expenses.

All expenses listed in this section must be substantiated by receipts.

3. General District Leader Expense Provisions

Reimbursement of travel expenses is based on full participation and attendance.

Allowable travel expenses may include up to round-trip airfare or other public transportation (coach) or mileage up to the current charitable standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service (IRS) by the most direct route for the following individuals:

United States citizens residing in the United States; or

United States citizens residing outside of the United States who file a United States tax return; or

Non-United States citizens residing in the United States.

For non-United States citizens residing outside of the United States, reimbursement is governed by local regulations and/or District policy, not to exceed the current IRS standard business rate.

If a District leader moves out of the geographic boundaries of the District from which that District leader was elected, reimbursement is based either on the residence at the time of election or on the current residence, whichever is less.

Districts do not provide any expense payments to speech contestants attending the International Convention.

Policy 8.4: District Fiscal Management

District financial management is governed by Article XII, Section 2 of the Bylaws of Toastmasters International and by Article XII, Section (a) of the District Administrative Bylaws, which includes requirements for transfers of funds from Toastmasters International to the District. From the membership dues collected by World Headquarters, the Board of Directors makes funds available for District activities. Funds are also collected from undistricted clubs and placed in a separate reserve account for future Territorial Councils.

These funds include the amounts available in the appropriate District or Territorial Council reserve account.

For each member for whom membership dues are received, $22.50 USD is deposited in the appropriate reserve account in semiannual payments of $11.25 USD.

For each member from whom prorated membership dues are received, funds are deposited in the appropriate reserve account according to the following table, payable in USD:

Join Month

Amount

May or November

$9.38

June or December

$7.50

July or January

$5.62

August or February

$3.75

September or March

$1.88

When a Territorial Council is established, it receives funds equal to 25% of the council's estimated dues income for the next year.

All District funds, regardless of source, are Toastmasters International funds and are to be used to carry out the Toastmasters International and District missions.

Each District shall adopt all accounting, payment, or similar systems put in place, when instructed, by Toastmasters International.

Toastmasters International also funds District activities that support the District mission. These include, but are not limited to, training events for District leaders, software systems to support financial management and club building, District support functions, and marketing programs.

To support these activities, each District will contribute five (5) percent of its previous year's membership income annually. The amount will be collected from each District's reserve account evenly throughout the year on a monthly basis.

The District Director, either the Program Quality Director or Club Growth Director, and District Finance Manager may jointly establish District bank accounts and shall have signatory authority on all accounts established by the District and those established on behalf of the District by Toastmasters International, including any Division, Area, and conference accounts. Alternate signers are permissible only if approved by the Toastmasters International Executive Committee. When District accounts are established by Toastmasters International, Districts will be required to discontinue the use of all other accounts, when instructed by Toastmasters International.

Funds in District bank accounts must be available on demand. They may not be placed in any type of investment account (i.e. where the funds are at risk or the account has a maturity date).

If authorized by the District and included as part of the District budget, a Division, Area, or conference is allocated funds and has its own budget.

Division, Area, and conference financial activity is subject to the supervision of the District Director and must be included in the quarterly Profit and Loss Statement, mid-year audit, and year-end audit.

Monthly Division, Area, and conference financial activity reports, showing variances with explanations, must be provided to the District Director, Program Quality Director, and Club Growth Director within 30 days of the end of the month.

Funds in Division, Area, and conference bank accounts are owned by the District and by Toastmasters International. The administration of Division, Area and conference funds shall follow the same rules as District funds.

The Chief Executive Officer withholds District funds as needed and, with the approval of the Executive Committee, assumes financial control of a District.

Protocol 8.4: District Fiscal Management

1. District Funds

In order of priority, District funds are used for District leader and club officer training; club growth and retention; supporting clubs in their membership growth efforts; the promotion of Toastmasters International educational programs within clubs; District communications; administrative materials, awards, and recognition items; District leader travel; district meetings; and speech contests conducted by the District.

District funds shall not be used for other meetings outside the District nor for membership and club dues or fees. In addition, District funds may not be donated to any charitable fund, including the Ralph C. Smedley Memorial Fund®.

2. District Financial Records

All District funds, bank statements, canceled checks, and other financial records are the property of the District and of Toastmasters International.

Such funds and records are delivered to the new District Finance Manager or new District Director no later than July 1 of the new District Program year under Article XII, Section (b) of the District Administrative Bylaws.

The outgoing District Finance Manager and the outgoing District Director retain copies of any records necessary to complete the District year-end audit. Any funds, statements, or other financial documents received after July 1 are given immediately to the new District Finance Manager or new District Director.

3. District Reserve Account

During the final months of the program year, the District reserve account balance shall remain equal to or greater than 25% of that District’s membership-dues income for the prior year.

District reserve accounts are only available for funds requisitions or supply orders when the following requirements have been fulfilled:

A list of all elected and appointed District leaders (along with their signed Officer Agreement and Release Statements), the District signature form for withdrawal of District funds, a bank-provided list of authorized signers for all District accounts, a calendar of District events for the year, and the alignment of clubs into Areas and Divisions are received at World Headquarters by July 15.

The year-end audit for the preceding District year and financial records for January 1 through June 30 are received at World Headquarters by August 31.

The District budget is received at World Headquarters by September 30.

The Profit and Loss Statement for the period of July 1 through September 30 is received at World Headquarters by October 31.

The mid-year audit and financial records for the period of July 1 through December 31 are received at World Headquarters by February 15.

The Profit and Loss Statement for the period of July 1 through March 31 is received at World Headquarters by April 30.

A list of assets must be signed by the Immediate Past District Director and current District Director and submitted to World Headquarters by August 31 of each year.

Account reconciliations must be completed in the online District accounting system within 30 days of each month end.

The estimated District budget must be signed by the District Director, Program Quality Director, Club Growth Director, and District Finance Manager.

District checks must be signed by the District Director and District Finance Manager. Checks made payable to the District Director or District Finance Manager must be signed or approved in advance in writing by the Program Quality Director or Club Growth Director. Alternate signers are permissible only if approved by the Toastmasters International Executive Committee.

If District account signers are cohabitants, spouses, children, grandchildren, siblings, and spouses of their children, grandchildren, and siblings, their signatures or approvals must always be countersigned or approved by another approved signer who is not one (1) of the above.

The District Profit and Loss Statement must be provided at each District Executive Committee and District Council meeting.

The District Profit and Loss Statement must be submitted monthly to the District Director, Program Quality Director or Club Growth Director and quarterly to World Headquarters within 30 days of each month end.

All District expenses must be supported by receipts or documentation and be allocated to a budget line item at the time the expense is incurred.

All expense reimbursement claims must be approved by the District Director. The District Director’s reimbursement claims must be approved by the Program Quality Director or Club Growth Director.

A single expenditure in excess of $500 USD must be authorized in advance in writing by the District Director, Program Quality Director or Club Growth Director, in consultation with the District Finance Manager.

Itemized point-of-sale receipts are required for all reimbursements. Credit card statements and bank statements are not receipts. When no receipt is available, a detailed explanation of the expenditure is required to be considered for reimbursement. Mileage reimbursements require documentation consisting of the travel date, distance, and travel purpose.

Reimbursement by a District must be made within 60 days after receipt of an authorized reimbursement request. Reimbursement requests must be made within 60 days of incurring the expense and by July 31 for expenses incurred in June.

Comingling of District funds with funds in personal accounts, club accounts, or any other accounts is prohibited.

District audits account for all District income and expenses. All District bank accounts and funds are included in the District budget and audits, including any accounts held at the Division, Area, and conference level. All outstanding liabilities and obligations are recorded as part of the mid-year and year-end audits.

5. District Budget

The District Director, Program Quality Director, Club Growth Director, and District Finance Manager prepare the District budget between June 1 and August 31.

Under Article XI, Section (a) of the District Administrative Bylaws, the District Executive Committee gives preliminary approval to the District budget and the District Director submits the budget to World Headquarters between September 1 and September 30.

The District Executive Committee provides copies of the budget prior to or at the District Council meeting.

The District Executive Committee presents the District budget to the District Council for approval by September 30.

A District’s budget must match the District Success Plan.

District budget expenses shall be limited as follows:

Category

Limit

Marketing

no budget limit

Communication and public relations

maximum 25% of total budget

Education and training

maximum 30% of total budget

Speech contest

maximum 10% of total budget

Administration

maximum 20% of total budget

Travel

maximum 30% of total budget

Other

maximum 10% of total budget

Conference

no budget limit*

District Store

no budget limit*

Fundraising

no budget limit**

*This category should break even
**Fundraising revenue should exceed expenses

Districts may request a one-year increase in the maximum limit for travel. The Chief Executive Officer will only approve the request if it is determined that the increase is the best solution to support the District mission.

6. District Audit

The Audit Committee’s composition, functions, and deadlines are described in Article XI, Section (c) of the District Administrative Bylaws.

Between July 1 and November 1, the District Director appoints a District Audit Committee for the mid-year audit.

Between January 1 and February 15, the District Finance Manager provides the mid-year Profit and Loss Statement for the period of July 1 through December 31 to the District Audit Committee, which presents the report to the District Executive Committee for approval. Once approved, the Audit Committee or District Finance Manager submits the mid-year audit report and financial records to World Headquarters by February 15.

Between March 1 and June 1, at the District Council meeting, the District Executive Committee presents the mid-year audit.

Between July 1 and August 31, the District Finance Manager provides the year-end Profit and Loss Statement for the period of July 1 to June 30 to the District Audit Committee, which presents the report to the District Executive Committee for approval. Once approved, the Audit Committee or District Finance Manager submits the year-end audit report and financial records to World Headquarters by August 31.

Between August 1 and December 1, at the District Council meeting, the District Executive Committee presents the District audit for the prior 12 months ending June 30.

The District Executive Committee provides copies of the audit prior to or at the District Council meeting.

7. Electronic Payments, Cash Advances, and Debit Cards

Checks, debit cards, electronic funds transfers or similar forms of payment are used for District obligations.

Debit cards may be used as a method of payment for District obligations. Only the District Director or District Finance Manager may use such cards. Payments made by the District Director must be authorized in advance in writing by the District Finance Manager and Program Quality Director or Club Growth Director. Payments made by the District Finance Manager must be authorized in advance in writing by the District Director and Program Quality Director or Club Growth Director.

Where payment by check or debit card is not possible, electronic funds transfer or other similar forms of payments may be used. These types of transactions may only be conducted when approved in advance by the Chief Executive Officer.

Cash advances for budgeted District expenses (limit $100 USD) may be extended so that members need not spend personal funds on behalf of the District.

All advances must have prior written approval from the District Director and District Finance Manager, or Program Quality Director or Club Growth Director and District Finance Manager if the advance is for the District Director. Receipts must be submitted to the District Finance Manager and the advance reconciled within five (5) business days.

8. Other District Expenses

Toastmasters International’s nonprofit, tax-exempt status depends upon devoting the organization’s resources to its educational and charitable mission. Districts periodically incur non-routine expenses that must be appropriately managed to preserve this status.

Expenses that are essentially personal gifts must provide no more than “incidental private benefit” and must have a reasonable relationship to activities that directly support the mission. Examples are tokens of appreciation, expressions of sympathy and modest incentives. These items are appropriate if they promote goodwill and a positive atmosphere for the delivery of the Toastmasters program, but must never be lavish or excessive.

The following examples are representative of non-routine expenses, but are not all-inclusive.

Category

Limit

Tokens of Appreciation

Thank You cards

Flowers up to $25 USD

Toastmasters gift certificates

Toastmasters products

Gifts up to $25 USD

Expressions of Sympathy

Sympathy cards

Flowers up to $25 USD

Incentives

Toastmasters products

Toastmasters gift certificates

Registration (i.e. Conference, TLI)

Policy 8.5: Ralph C. Smedley Memorial Fund®

Toastmasters International is a 501(c)3 nonprofit organization, but it does not generally solicit or accept charitable contributions for the general, unrestricted support of the organization. The Ralph C. Smedley Memorial Fund® ("Smedley Fund"), which is a part of Toastmasters International, is the only permanently-established repository for charitable contributions to the organization, and has restricted purposes. Only the Board of Directors has the authority to approve the creation of additional funds for the receipt of charitable contributions for specific purposes.

Contributions to the Smedley Fund are restricted to certain educational purposes and may not be used for operating expenses of Toastmasters International or its capital expenditures, nor shall they ever be commingled with the general or other funds of the corporation. Disbursements from the Smedley Fund are made only as determined by a two-thirds vote of the Board of Directors.

Toastmasters clubs are permitted and encouraged to contribute to the Smedley Fund.

The Smedley Fund is restricted to the advancement of education through the research, development, and distribution of educational programs and materials relating to communication and leadership. These programs and materials are designed to meet the needs of the membership and community in a wide range of cultural, social and economic situations, and support member clubs experiencing the after-effects of natural disasters, as well as those attempting to establish local youth programs and similar initiatives. Smedley Fund support of such programs and materials may include waiving or subsidizing of associated dues and fees, or the provision or replacement of educational materials, subject to Board approval.

World Headquarters is responsible for recognizing contributors, communicating information about the Smedley Fund, soliciting contributions and providing information about potential tax deductions. Contributors are encouraged to check with their local tax advisor to determine if their contribution is deductible under the laws of the jurisdictions applicable to them.

Toastmasters International must ensure that all activities associated with the Toastmasters organization worldwide, including charitable fund raising, be limited to those authorized by the Board of Directors in order to protect the organization's compliance with charitable trust laws and other rules imposed by the State of California, the United States Internal Revenue Service (IRS), and other jurisdictions.

Policy 8.6: Use of Reserve Funds

Toastmasters International’s financial reserves are intended to protect the organization’s fixed assets and be available for anticipated and unexpected needs.

The financial reserve balance and investment allocation strategy is reviewed every year by the Executive Committee.

The financial reserves are intended to be used for:

Disaster Recovery: to enable the organization to reestablish operations following a disaster.

Sustaining: to enable Toastmasters International to withstand the impact of economic downturns.

Operating Reserve: for operations if needed.

Infrastructure: for major technology and facility needs.

The World Headquarters building and contents shall be appraised at least every 10 years to ensure that the facility is adequately insured and sufficient funds are allocated for this purpose.

Policy 8.7: Investments

1. Objectives

The investment objective of Toastmasters International is to address the permanent disposition of the organization’s funds, considering the probable income as well as the probable safety of the organization’s capital, exercising the authority of the Board of Directors to control the organization’s property under Article V, Section 2, of the Bylaws of Toastmasters International, following the standards set forth in Section 5240 of the California Corporations Code.

Toastmasters International’s funds, including legally restricted funds, are held by the corporation as a fiduciary as a matter of law, moral obligation, and for the purpose of carrying out its mission.

Investments are made to assure resources are compatible with future growth and development of the organization. Accordingly, the investment manager’s primary objective is to provide growth of principal and income on assets. This objective is pursued as a long-term goal designed to maximize total investment return without exposure to undue risk. As fluctuating rates of return are characteristic of the securities markets, the manager’s greatest concerns
are long-term appreciation of assets and consistency of total portfolio returns. Assets must be invested with the care, skill, and diligence that a prudent person acting in this capacity would undertake.

The primary long-term financial objective is to preserve the real (inflation adjusted) purchasing power of the investments net of annual distributions and expenses. This objective is expected to be achieved over a rolling three- to five-year period on a total return basis.

Investments are expected to produce a total return exceeding the median of a universe of managers with similar objectives.

The total return on equity investments is expected to exceed the composite performance of the securities markets by at least 100 basis points, net of investment management fees, over a rolling three- to five-year period. Return on investment in equity portfolios is expected to rank in the top half of peer portfolios. These returns are weighted according to the allocation of assets to each market. Total return is defined as the change in portfolio value for the period, net of fees, adjusted for additions and withdrawals.

The following short-term objective is based on the understanding that long-term positive correlation exists between risk and expected returns in the securities markets: Portfolio risk levels are established to minimize the likelihood of sharp declines in principal asset value (defined as greater than 10% loss in any one [1] year) due to declining securities markets.

2. Asset Allocation

Asset allocations are established to provide the highest probability of meeting or exceeding return objectives at the lowest possible risk.

The portion of the total portfolio’s market value for equities ranges from 20% to 65%; the portion for fixed income securities ranges from 20% to 80%; and the portion for cash and equivalents ranges from zero percent to 20%.

The investment returns, over a three-year moving time period, are measured against a target portfolio consisting of 50% equities, 40% fixed income securities, and 10% cash equivalents.

The comparative returns are calculated by multiplying the percentages of the target portfolios allocated to each market by the corresponding market performance index: for equity, the S&P 500 Index or MSCI World Index as appropriate; for fixed income, Bloomberg Barclays US Aggregate Bond Index; and for cash equivalents, three-month U.S. treasury bills.

3. Equities

All equity investments are of investment-grade quality and marketability.

Investment managers maintain the equity portfolio at a risk level equivalent to the equity market as a whole, with the objective of exceeding its results by at least 100 basis points annually over a rolling three- to five-year period.

Equity holdings are selected from the New York, American, and regional stock exchanges; the NASDAQ markets; and major foreign exchanges. These holdings must represent companies meeting a minimum capitalization requirement of $100 million USD, with high market liquidity.

The managers are prohibited from investing in private placements, letter stock, and uncovered options, and from engaging in margin transactions and other specialized investment activities.

The managers may write covered options against common stocks held by
Toastmasters International.

No assets are invested in securities with speculative characteristics.

No more than five (5) percent of the portfolio market value may be in any individual security and no more than 20% in a particular industry.

4. Fixed Income Securities

Investments in fixed income securities are managed actively to pursue opportunities presented by change in interest rates, credit ratings, and maturity premiums.

Managers select from appropriately liquid preferred stocks, corporate debt securities, obligations of the U.S. Government and its fully-guaranteed agencies, and issues convertible to equities. These investments are subject to the following limitations:

No issues with more than 30 years to maturity may be purchased.

Investments in securities of a single issuer (with the exception of the U.S. Government and its fully guaranteed agencies) must not exceed five (5) percent of the funds allocated to a particular manager.

Only corporate debt issues that meet or exceed a credit rating of BAA from Standard and Poor’s and/or a BBB rating from Moody’s may be purchased.

Preferred stocks must be rated A or better by Moody’s and/or Standard and Poor’s at the time of purchase.

Managers are prohibited from investing in private placements, from speculating in fixed income or interest rate futures, and from arbitrage or any other specialized investments.

Within the limitations mentioned below, managers have complete discretion to allocate and select short-term cash and equivalent securities within the portfolio:

All such assets must represent maturities of one (1) year or less at the time of purchase.

Commercial paper assets must be rated A-1 by Standard and Poor’s or P-I by Moody’s.

Managers may not purchase short-term financial instruments considered to contain speculative characteristics.

Managers may not invest more than five (5) percent of the portfolio’s market value in the obligations of a single agency.

6. Other Assets

Direct investments in contracts of financial futures, commodities, and currency exchange are prohibited.

Pooled equity real estate investments, Guaranteed Investment Contracts (GICs), hedge funds, market participation notes, and other structured products are purchased with the advance approval of the Chief Executive Officer but may not exceed a combined total of 20% of the portfolio’s market value.

All such alternative investments are expected to contribute to a positive rate of return while helping to limit risk.

Investments not specifically addressed by this statement are forbidden without the approval of the Executive Committee.

7. Investment Managers

One (1) or more investment professionals may be selected to manage the organization’s assets.

Selection of investment managers is based on the consistency and effectiveness of their investment philosophy and strategy evidenced by past performance; the size of assets managed (a minimum of $100 million USD in assets under management); the depth of their management experience (principals have a minimum of 10 years experience); and the organizational stability reflected by the firm’s track record, industry reputation, longevity, and references of other clients.

Selection of the investment managers is made by the Executive Committee at the recommendation of the Chief Executive Officer.

Managers provide information about changes in the managers’ investment philosophy, management, ownership, and key personnel in a timely manner.

Managers meet with the Executive Committee annually to discuss investment performance and risk levels; managers’ perspective regarding important developments in the economy and the securities markets and the potential effects of these developments on investment strategy, asset allocation, and performance; and changes within the managers’ organization affecting investment philosophy, strategy, and performance.

Managers provide a written statement agreeing to the Toastmasters
International Investment Policy. Should managers believe that changes to the
investment policy are advisable, it is their responsibility to make recommendations on a timely basis.

8. Authority

The Board of Directors, the Executive Committee, the Chief Executive Officer, and their agents, act according to applicable laws and regulations and determine such broad principles as asset mix, acceptable levels of risk, time horizon, and anticipated rate of return.

There shall be no liquidation, withdrawals, additions to, or other changes in the Toastmasters International Investments without the approval of a two-thirds vote of the Board, except as follows:

Upon the advice of the firm of investment counselors retained by the Board, the investments portfolio may be changed by the Chief Executive Officer through the purchase or sale of securities authorized by law for the investment of charitable trust funds under the laws of the State of California.

The Executive Committee may add to the portfolio from operating funds or other available funds as circumstances dictate.

The Chief Executive Officer is authorized to invest operating cash in investments that are considered by investment managers to be low risk or risk-free.

The Chief Executive Officer is authorized to transfer from the Ralph C. Smedley Memorial Fund® to investments those funds which the investment managers consider to have a higher rate of return and to be low-risk or risk-free.

Such investments are limited to money market accounts; certificates of deposit; United States Treasury bills, bonds, or notes; money market mutual funds that do not invest in speculative derivatives; and any other investment instrument recommended by investment counselors that is low-risk and is considered an appropriate investment for a nonprofit organization.

Policy 8.8: Audit

The annual audit is defined in Article V, Section 4(d) of the Bylaws of Toastmasters International and is further subject to the requirements of the California Nonprofit Integrity Act of 2004, which requires appointment of and functions to be fulfilled by an Audit Committee, described in Article VII, Section 5 of the Bylaws of Toastmasters International.

The auditing firm’s report is presented to the Board of Directors before it is made public.

A condensed form of the auditors’ report is published on the Toastmasters International website annually.

The auditing firm acts as consultants to the Executive Committee upon request.

Protocol 9.0: District Campaigns and Elections

1. Schedule

Date

Action

No later than November 1

District Director appoints District Leadership Committee (DLC) Chair.

No later than December 1

DLC members are recommended by the DLC Chair and approved by the District Director.

No later than January 15

Call for candidate declarations.

Determined by the DLC Chair and announced to the members of the clubs in the District

Deadline for candidates to declare intent to run.

March 15 – June 1

District Council annual meetings occur (actual dates set by each district).

Six (6) weeks prior to election date

DLC notifies District Director of nominated candidates

Four (4) weeks prior to the election date

DLC report and biographical forms are emailed to all members of the District Council and posted on the District website.

Eligible floor candidates shall declare their intent to run in writing to the DLC Chair after the DLC report has been published and at least one (1) week prior to the annual District Council meeting.

July 15

Deadline to submit Officer Agreement and Release Statements and District Leader rosters to World Headquarters.

2. District Leadership Committee

The District Leadership Committee (DLC) is defined and governed by Article XI, Section (b) of the District Administrative Bylaws.

Members of the DLC acknowledge and agree to the following guidelines:

Abide by the timeline provided in Article XI of the District Administrative Bylaws.

Identify and seek qualified candidates for each elected position.

Commit to meet on a regular basis to conduct candidate assessments and to complete the selection process.

DLC meetings and deliberations are confidential and may not be attended by or shared with those who are not DLC members. A DLC candidate interview is attended only by the DLC members and the candidate.

Confirm that each candidate meets the candidate qualifications defined in Article VII, Section (d) of the District Administrative Bylaws.

Ensure that there is a minimum of one (1) candidate each for the offices of District Director and Program Quality Director; two (2) or more candidates for the office of Club Growth Director; and a minimum of one (1) candidate for all other elective District offices.

DLC Composition:

The District Director appoints a chair, who is a past District leader, preferably a Past District Director. The DLC Chair shall not hold any other District role (with the exception of the Immediate Past District Director) during the program year in which the report is presented.

Committee members are appointed by the DLC Chair, subject to the approval of the District Director.

Each committee member and the DLC Chair must be an active and paid member.

Each Division in the District must be equally represented on the committee.

A member of a club from a different District in the same region may be appointed to the DLC in order to provide outside perspective during deliberations. This member will not represent a Division.

The District Director, Program Quality Director, and Club Growth Director shall not serve as members of the DLC.

International Officer and Director candidates, Board Members and Region Advisors may not serve on the DLC.

All committee members must complete a Committee Member Agreement and submit it to the DLC Chair before the committee begins its work.

DLC members serve one (1) year on the DLC and may be reappointed after a one-year absence from the committee.

Communication may be by conference call, email, or other means when geographic distance and other factors impede in-person participation.

DLC members shall not participate in any campaign or endorse any candidate for District office.

No DLC member may be nominated or run from the floor for any District office for the program year following the election at which the committee's report is presented.

DLC members with a conflict of interest, such as a business or personal relationship with a candidate, must declare it at the Committee’s first meeting or as soon as the conflict is identified. They must also abstain from the interviews, discussion, and voting regarding that candidate in the context of the Committee.

3. Candidate Assessment and Selection

Before candidate assessment begins, the DLC verifies that each candidate meets the qualifications listed in Article VII of the District Administrative Bylaws.

The DLC interviews and evaluates all known candidates for each elected position. The DLC reviews, in detail, the duties of the position as defined in Article VIII of the District Administrative Bylaws with each candidate. Candidates are evaluated using the Candidate Evaluation and District Officer Competencies documents. The chair provides these documents to the DLC members.

All candidates are interviewed by at least two (2) committee members jointly or individually. Candidates for the same position are interviewed by the same interviewers.

The DLC members, including the chair:

Have equal opportunity to express their perspectives during candidate-selection deliberations.

Exercise independent judgment during the selection process.

Consider the experience, abilities, and qualifications of each candidate.

Keep in mind the best interests of Toastmasters International, its Member Clubs, individual members and the District.

Discuss each candidate for each elective District office.

The DLC Chair is a non-voting member of the committee and does not attempt to influence the other members of the committee.

Committee members cast their votes in written form, and the committee nominates a minimum of one (1) candidate each for the offices of District Director and Program Quality Director; two (2) or more candidates for the office of Club Growth Director; and a minimum of one (1) candidate for all other elective District offices.

Votes are tallied by the DLC Chair and at least two (2) other committee members. The Chair announces the results to the committee.

To be nominated, a candidate must receive a majority vote of the DLC.

DLC deliberations and votes are confidential and may be shared only with the District Director, World Headquarters, and the Toastmasters International Board of Directors.

4. Nomination Results

The reporting of committee results is governed by Article XI, Section (b) of the District Administrative Bylaws.

The DLC Chair or the District Director notifies nominated candidates and reconfirms their willingness to be nominated and their commitment to fulfill the duties of office.

The District Director distributes the committee report and the Candidate Biographical Form for each candidate to the District Council.

The DLC Chair or District Director notifies candidates who were not nominated and advises them of their eligibility to seek office as floor candidates.

Any nomination reported by the DLC is invalid if any DLC requirement, process, or deadline is not complied with.

It is recommended that the DLC Chair or designated committee member provide feedback to all candidates for leadership development.

5. Announcement of Candidacy

Members, including current members of the District Executive Committee, may self-nominate for District office, be sought out by the DLC, or be nominated by an individual member.

Floor candidates have the same opportunities and responsibilities as nominated candidates unless otherwise noted.

To be nominated, elected or appointed, or run from the floor for any District officer position, candidates must:

Sign the Toastmasters International Officer Agreement and Release Statement.

Submit a completed Candidate Biography Form and photograph.

All signed forms from elected or appointed leaders must be submitted to World Headquarters as soon as practicable after the elections but no later than July 15.

6. Campaign Communications

A campaign communication is any message, in any form (such as phone calls, postal mail, email, social media, and facsimile) unsolicited by the recipient that promotes or publicizes a candidate.

Photographs, audio, video, and electronic representations in all campaign materials and displays, and on the candidate’s website and social media profiles, related to this campaign may be of the candidate only; no other persons are permitted. All candidates are responsible for obtaining written permission for any quotes and testimonials used in candidate campaign materials and displays, on websites, and on social media profiles. Proof of written permission may be requested for review by the District Director.

Unsolicited subscriptions to information by or about a candidate, such as a newsletter or blog, are not permitted.

Communications by the District in connection with a candidate’s presentation at a District conference, and internal communication among campaign team members, are not considered campaign communications.

The District Director provides contact information to nominated candidates and floor candidates only after receiving their Officer Agreement and Release Statement.

Only District Council members’ contact information is provided.

The contact information may only be used for campaign purposes.

District candidates shall only send two (2) campaign communications. These communications may only be sent to members of the District Council:

The first communication may be sent between January 1 and March 15.

The second communication may be sent between the announcement of the DLC results and the District Council’s annual meeting.

Candidates may have a website and use social media to promote their candidacy. No District or club social media sites or websites may be used to promote any individual candidate. District and club websites may list the nominated candidates.

Candidates are prohibited from participating in Toastmasters-related discussion groups on websites, including social media sites, for campaign purposes.

District candidates may use the Toastmasters trademarks, including the logo and the names “Toastmasters” and “Toastmasters International,” on printed and electronic campaign materials, websites and social media sites. Use of the trademarks on any other items requires the written permission of the Chief Executive Officer.

At District conferences and District non-election meetings (such as Area and Division speech contests), nominated candidates and floor candidates may only distribute and display campaign materials in the Candidate Corner (if there is a Candidate Corner). Candidates or their representatives are responsible for the delivery, set-up, and removal of materials.

At District non-election meetings (such as Area and Division speech contests), candidates may be introduced as long as all candidates present are introduced.

Candidates may not host hospitality suites at any District event or contribute to a District hospitality suite. A hospitality suite is defined as a room where refreshments are provided and attendance is open to any member.

Candidates may speak and give educational presentations at District conferences, at a time other than during the District Council’s annual meeting, at the discretion of the District Director.

All candidates must receive equal opportunity.

The time, place, and length of presentation are identified by the District Director.

Candidates may not present campaign speeches at any District non-election meeting, or campaign at any club meetings.

Advertisements in District publications, such as in newsletters, in conference programs, or on websites, by or on behalf of candidates for District office are not permitted.

The names of floor candidates are not published with the DLC report or in any other District publication.

7. Candidate Endorsements

District Executive Committee members shall not take any action to endorse or officially support any candidate; however, District Executive Committee members who are running for District office may campaign on their own behalf.

International Officer and Director candidates, members of the Toastmasters International Board of Directors and Region Advisors may not take any action to endorse or support any candidate for District office.

All candidates must obtain written permission for any endorsements (i.e., quotes and testimonials) used in candidate campaign materials and displays, and on websites. Proof of written permission may be requested for review by the District Director.

Candidates are responsible for ensuring campaign supporters are familiar with campaign Policies. Candidates acknowledge that violation of Policies and Protocols may result in consequences.

A level-one violation is a minor infraction that is usually correctable (for example: posting a photo of someone other than the candidate on the candidate’s website).

The violation is reported to the District Director, who investigates the matter. If the District Director cannot resolve the matter, it is turned over to the District Executive Committee.

The candidate is educated and informed about the violation. When the matter is resolved, there are no further ramifications.

A level-two violation is one involving the election process or a continuing violation (for example: candidate makes a promise of future District Executive Committee action in exchange for votes).

The violation is reported to the District Director, who investigates the matter or assigns the investigation to the District Executive Committee.

The District Executive Committee may enact these penalties:

An announcement of the violation is made prior to the election. This announcement occurs at an appropriate time and place or on the District’s website as determined by the District Executive Committee.

A letter of censure may be issued to the candidate by the District Executive Committee.

A level-three violation is one of campaign ethics (for example: candidate actively engaging in or promoting the violation of Toastmasters Bylaws, Policy or Protocol).

A violation is reported to the District Director, who investigates the matter or assigns the investigation to the District Executive Committee.

The District Executive Committee may enact these penalties:

Any or all penalties for level-two violations.

Request that a candidate withdraw from candidacy.

Engage in further discipline following the processes outlined in Protocol 3.0.

Discipline, related to campaign violations, that is administered by the District Executive Committee may be appealed to the District Council. The District Council’s decision is final. Such decisions may not be appealed to the Toastmasters International Board of Directors or World Headquarters. However, the Board of Directors may, on its own initiative, review the District’s decision and reach a different conclusion in the best interests of Toastmasters International, its Member Clubs or individual members.

After the nominations are published, any proven candidate policy violations must be shared with the District Leadership Committee Chair. Such violations may be disclosed at the District Council’s annual meeting by the DLC Chair or District Director. If any violations are disclosed at the meeting, all violations of equal level must be disclosed at the meeting.

9. Candidate Showcase

At the District conference, it is recommended that a Candidate Showcase occur before the District Council’s annual meeting.

Prior to the District conference, the District Director appoints members to serve as chair and co-chair of the Candidate Showcase. Other members are assigned as needed.

Each candidate is given equal time to be interviewed by the chair based on questions related to the achievement of the District mission.

The presentation schedule, with the names of all nominated candidates and known floor candidates for District office, is prepared by the District Administration Manager.

There is no census or poll taken of the delegates at a Candidate Showcase.

The District Director sends a credential or proxy form to each Club President and Vice President Education 30 days before a District Council annual meeting in the District newsletter or in a separate mailing.

Prior to the District Council annual meeting, the District Director appoints a Credentials Chair to supervise the credentials, voting, and ballot counting processes. The Credentials Chair may select members to form a Credentials Committee.

The Credentials Chair is, when practicable, a Past District Director.

The Credentials Chair obtains a list of paid clubs and a list of current District Council members (Club Presidents, Vice Presidents Education, and District officers eligible to vote). The Credentials Chair ensures that ballots are only issued to current District Council members or their authorized proxyholders and are signed for upon distribution.

Ballots indicate the office being contested or are sequentially numbered. The names of nominated candidates may be printed on the ballots. The names of floor candidates may not be printed on the ballots. Ballot templates are available on the Toastmasters International website.

The Credentials Committee ensures that no campaign materials are in the credentials area.

11. Elections

The District Director or a person designated by the District Director explains the election rules and procedures to the delegates.

The DLC chair shall present the committee’s report. In the chair’s absence, the District Director designates another member of the DLC, when practicable, to present the report. The chair or designee announces the names of the committee members and reads the name of each nominated candidate, in alphabetical order, for each of the offices of District Director, Program Quality Director, Club Growth Director and Division Directors. The Area Directors, District Public Relations Manager, District Administration Manager, and District Finance Manager are also announced if elected.

If any proven level-two or -three policy violation(s) by a candidate have occurred, according to Section 8 of this Protocol, the District Executive Committee may disclose that violation and its consequences prior to the election.

For each office, the District Director inquires whether there are additional nominations from the floor.

Floor candidates for District Director, Program Quality Director, Club Growth Director, and Division Director who have completed the evaluation process conducted by the DLC are eligible to run from the floor at the annual District Council meeting, according to Article VII, Section (e) of the District Administrative Bylaws.

If the DLC report is invalid, candidates for District Director, Program Quality Director, Club Growth Director, and Division Director may be nominated as floor candidates without going through the DLC evaluation process.

Floor candidates must be nominated by a member of the district council or their proxyholder. Floor candidates may self-nominate when they are a member of the district council or a proxyholder.

Floor candidates or, in their absence, their representatives state their eligibility qualifications.

Floor candidates for District Director, Program Quality Director, Club Growth Director, and Division Director must sign the Officer Agreement and Release Statement prior to the election. Only the Officer Agreement and Release Statements of those elected are sent to World Headquarters.

The District Director may declare any proven level-two or -three policy violations by floor candidates to the District Council.

When nominations are complete, the District Director declares the nominations for that office closed.

After nominations are closed, candidate speeches are given. Candidates speak on their own behalves. If a candidate is not present, an authorized representative may speak for the candidate. If there is only one (1) candidate nominated, no speech is given.

A candidate’s representative may not be a member of the District Executive Committee, a member of the DLC, the Credentials Chair, or any other meeting official.

The balloting for each office takes place immediately following candidate speeches. The number of votes that a member may cast is governed by Article X, Section (e) of the District Administrative Bylaws.

After nominations for an office are closed, if there is only one (1) candidate for the office, the District Director may entertain a motion to dispense with the secret ballot for the uncontested office or instruct the District Administration Manager to cast a single ballot for the candidate.

Candidates are responsible for appointing one (1) observer to monitor the integrity of the voting and ballot counting process.

Each election is completed and the winner announced before moving to the subsequent election.

Candidates nominated for one (1) office and not elected to the office may be nominated from the floor for subsequent offices.

Any candidate who receives a majority of the votes cast is declared elected. In the event no candidate receives a majority of the votes cast for a contested office, voting continues with the use of special ballots. Prior to the second ballot, the nominee having the lowest vote on the first ballot and any nominee receiving less than 10% of the votes shall be dropped, and on such succeeding ballots the same procedure shall be followed until a nominee has received a majority of all votes cast. In case of a tie between two (2) remaining nominees, the election shall be decided by lot.

Upon adjournment of the District Council’s annual meeting, all election results are final. Results of the election must be displayed on the District website and may also be announced in other public forums as soon as possible following adjournment of the meeting.

All proxies and ballots are retained for 24 hours following the close of the meeting for review only by the District Director or District Credentials Chair, as necessary, and immediately thereafter destroyed by the District Director or District Credentials Chair.

Policy 9.1: International Campaigns and Elections

1. Schedule

Date

Action

September 1

Call for candidate declarations.

October 1

Deadline for International Officer and Director candidates to declare intent.

October 15

Officer and Director Candidate Assessment conducted for declared candidates. Subsequent assessments shall be conducted for candidates sought by the ILC.

April 15

ILC announces International Officer and Director candidates by this date, when practicable.
Floor candidates, who have completed the ILC evaluation process, for Officer or Director positions may declare intent after ILC results have been announced.

At least 60 days prior to Annual Business Meeting

ILC nominations are published in the Toastmaster magazine and on the Toastmasters International website.

The ILC evaluates the organization’s internal leadership development program and provides recommendations for improvement to the Executive Committee.

ILC members are appointed by the International President-Elect in February for a term of service beginning August of the same year. International Officers and Directors may recommend appointees.

Three (3) members of the ILC are Past International Presidents:

The Past International President whose term as International President was completed two (2) terms prior to the February appointment serves as chair for one (1) year.

The Past International President whose term as International President was completed the term prior to the February appointment serves as co-chair for one (1) year and chair the following year.

One (1) additional Past International President is appointed by the International President-Elect to serve as a committee member for one (1) year.

Vacancies in offices held by Past International Presidents may be filled by any Past International President, except by the Immediate Past International President.

One (1) member from each region serves a two-year term on the ILC. The committee member shall represent the geographic region for which they were appointed and shall be considered unchanged notwithstanding any change of resident or boundary revision made during the two-year term. The member is a Past International Director or, if a Past International Director who is willing and able to serve cannot reasonably be found, a Past District Director from that region may serve.

Subject to Executive Committee approval, the International President-Elect may remove a committee member (the Executive Committee may also remove a committee member), grant a committee member a leave of absence, and fill a vacancy.

Region Advisors, District leaders (including the Immediate Past District Director), and campaign managers or other lead members of an International Officer or Director candidate campaign team do not serve on the committee.

A committee member may not be a candidate for international office for one (1) year after leaving the ILC nor serve two (2) consecutive terms.

Committee members may be reappointed only after a two-year absence from the committee, with the exception that a vacancy of one (1) year or less may be filled by a committee member whose full term expired within the prior two (2) years.

The ILC nominates at least one (1) and no more than two (2) candidates for International President-Elect, First Vice President, and International President if there is no one to succeed to that position.

The ILC nominates at least two (2) candidates for Second Vice President.

The ILC nominates at least two (2) candidates for the open International Director positions with the exception that one (1) candidate may be nominated if another willing and able candidate cannot reasonably be found.

The chair of the ILC has the following duties and responsibilities:

The chair schedules committee meetings; orients new committee members; develops and communicates meeting agendas and the meeting calendar; sets expectations for communication among committee members; and ensures that committee activities are carried out in a timely and appropriate way.

The chair organizes communication with candidates, ensures candidates are given full and fair consideration, and develops the timetable and expectations for candidate interviews.

The ILC Chair upholds leadership attributes and provides feedback to the Executive Committee, through the International President, regarding the ILC process and leadership development.

ILC members are fair and open-minded.

Committee members with a conflict of interest, such as a business or personal relationship with a candidate that creates a reasonable doubt as to the ability of the committee member to be impartial, must declare to the chair or co-chair as soon as the conflict is identified. They must also abstain from discussion and voting regarding that candidate in context of the Committee. In the event that the chair or co-chair has a conflict of interest, as specified above, the chair or co-chair must submit their resignation to the International President-Elect as soon as the conflict is identified.

ILC members request reimbursement for telephone calls or other reasonable expenses within 30 days after the end of their term.

International Officer and Director candidates may be self-declared candidates. The committee may receive names of qualified candidates or seek them out.

If a nominated candidate withdraws, the committee may nominate a replacement.

3. Candidate Assessment

Each year the ILC Chair solicits feedback about International Officer and Director candidates from ILC members and Board Members.

Each International Officer and Director candidate’s competencies will be assessed by leaders whose dues are paid and who served with them in previous Toastmasters roles. The assessment will be administered each November by a professional assessment firm.

All candidates must complete a self-assessment on or before a date determined by the ILC Chair. Candidates who do not comply with this requirement will not be evaluated by the ILC.

An assessment will be administered each time a candidate is considered for any role.

The results will be provided to the ILC and each respective candidate. Candidates must, before receiving the assessment results, sign a confidentiality form, agreeing in writing to keep them completely confidential.

Candidates may designate up to three (3) individuals to also receive their assessment results. Candidates may not share their results with these individuals directly. World Headquarters will provide any individual designated by a candidate with a confidentiality form. Once World Headquarters has received a signed form from the individual, the results will be provided to that individual directly.

Breaches of assessment confidentiality by anyone are subject to appropriate disciplinary action as a level-three campaign violation.

The ILC Chair may discuss candidates and assessment results as appropriate with the chair of the Region Advisor Selection Committee and Chief Executive Officer.

For Second Vice President candidates, the assessment tool is sent to:

International Officers who served while the candidate was an International Director

International Directors who served while the candidate was an International Director

The Region Advisor(s) from the same region who served while the candidate was an International Director

The candidate

For First Vice President and International President-Elect candidates, the assessment tool is sent to:

International Officers who served while the candidate was an International Officer and International Director.

International Directors who served while the candidate was an International Officer and International Director.

The Region Advisor(s) from the same region who served while the candidate was an International Director.

The candidate.

For International Director candidates, the assessment tool is sent to:

The Region Advisor, the International Director, Program Quality Director (PQD), Club Growth Director (CGD), Immediate Past District Director (IPDD), District Finance Manager, District Administration Manager, District Public Relations Manager, and Division Directors who served while the candidate was District Director (DD).

The Region Advisor, the International Director, DD, CGD, IPDD, District Finance Manager, District Administration Manager, District Public Relations Manager, and Division Directors who served while the candidate was PQD.

The Region Advisor, the International Director, DD, PQD, IPDD, District Finance Manager, District Administration Manager, District Public Relations Manager, and Division Directors who served while the candidate was CGD.

The District Directors, Program Quality Directors and Club Growth Directors who served in the region while the candidate was a Region Advisor.

The current District Director, Program Quality Director, and Club Growth Director of the candidate's home District.

The candidate.

4. Nominee Selection

Candidate interviews follow the timing, quantity, and schedule determined by the chair. Interviews are based on consistent interview questions developed by the committee.

Candidates must maintain confidentiality of all ILC interview questions and discussions until the release of the International Officer and Director ILC nominations on the Toastmasters International website.

Committee members take into account assessment results, interviews, input from current and past leaders and other Toastmasters members, candidate materials during their selection process, and Policy violations by candidates.

Each ILC member votes to nominate one (1) candidate for International President-Elect, First Vice President, and International President (if necessary) and two (2) different candidates for Second Vice President.

If at least one-third of the committee members requests that a second or third candidate be nominated, each committee member may vote for as many candidates as are nominated.

Committee member votes are confirmed in writing.

To be nominated, a candidate must receive votes from at least a majority of the committee members.

The chair participates in discussions about candidates and votes for each nomination.

5. Nomination Results

Once the candidates have been selected for nomination, the chair or a co-chair notifies nominated candidates and confirms their acceptance of the nomination. Candidates must verify their acceptance in writing to the chair.

Candidates may not run for, be elected to, or appointed to any District-level (including Area and Division) role or apply for, or be selected as, a Region Advisor after being nominated by the ILC.

The chair or a co-chair notifies candidates who are not nominated and provides specific feedback related to the competencies required to be a nominated International Officer or Director. The chair or co-chair may provide feedback to nominated candidates upon request.

All other candidate interview information is confidential, and the entire deliberative process of the ILC is confidential. Breaches of ILC confidentiality by anyone are subject to appropriate disciplinary action.

All documentation, files, and reports are kept by World Headquarters for five (5) years.

6. Announcement of Candidacy and Distribution of Campaign Materials

International Officer and Director qualifications are defined in the Bylaws of Toastmasters International, Article IX, Section 2.

Candidates may submit a Letter of Intent to World Headquarters confirming their intention to run for office, on or after September 1 of that election cycle. World Headquarters provides all Letters of Intent to the ILC Chair and Co-Chairs.

The ILC Chair and Co-Chairs review each Letter of Intent to evaluate potential conflicts of interest. The ILC, by a two-thirds vote of the Chair and Co-Chairs, may reject a Letter of Intent due to disclosed conflicts of interest. A conflict of interest is defined as an interest that might affect, or might reasonably appear to affect, the judgment or conduct of any potential International Officer or Director.

A Letter of Intent must be accepted by the ILC before a candidate may engage in public campaign activities.

By signing the Letter of Intent, the candidate acknowledges having read and understood the campaign policies and takes responsibility for the conduct of supporters. Furthermore, the candidate acknowledges that all actual, apparent or potential conflicts of interest have been disclosed.

A Letter of Intent, biographical information, and a photograph must be received at World Headquarters no later than October 1 for International Officer and Director candidates.

Once the ILC accepts a candidate's Letter of Intent, the candidate may not run for, apply to, be elected to, or appointed to any District-level (including Area and Division) role. Candidates serving in an elected or appointed District-level (including Area and Division) role must resign immediately. If candidates remove themselves from the ILC evaluation process or are not nominated by the ILC and choose not to continue as a candidate, they are eligible to serve in a District-level (including Area and Division) role.

After the ILC accepts a candidate's Letter of Intent, the candidate will be provided contact information of the Board, current and past Region Advisors, Past International Presidents, Past International Directors, Immediate Past District Directors, District Directors, Program Quality Directors, and Club Growth Directors. The contact information shall only be used for campaign purposes.

Candidates must provide World Headquarters with a copy of or link to all distributed or published campaign materials upon or before delivery.

A Letter of Intent for the candidate must be on file with World Headquarters.

If a Letter of Intent for a floor candidate is on file, a competing nominated candidate shall be considered opposed.

7. International Candidate Campaigning

Candidates for Second Vice President and International Director may only visit clubs, Districts, and District leaders within their declared home region.

Candidates may produce, distribute, post, and make available for download educational and/or informational print, audio, video, and electronic materials, but may not play them at District conferences or at the International Convention. Only the candidate and the candidate’s representatives may distribute such materials. Candidates may not produce or distribute any campaign items (such as, but not limited to, buttons, pins, USB drives, apparel, and gifts).

A candidate may use Toastmasters trademarks on campaign materials and websites, only after the candidate's Letter of Intent and biographical information has been received by World Headquarters. Use of the trademarks on any other items requires the written permission of the Chief Executive Officer.

Unsolicited subscriptions to information by or about a candidate are not permitted.

District publications and websites that include information written by or about candidates must not be distributed beyond their regular distribution list. District publications and websites may not contain advertisements about candidates and may not contain articles or notices about candidates from outside the District.

Candidates shall only send campaign messaging that articulates the candidate's qualifications, vision for the organization, and strategies to accomplish that vision. This messaging may be sent in writing or delivered verbally.

Campaign Messaging Recipients are current Board Members, current and past Region Advisors, Past International Presidents, Past International Directors, Immediate Past District Directors, District Directors, Program Quality Directors, and Club Growth Directors. Candidates may not send campaign messaging to club officers and District leaders other than those specified here.

Candidates shall only use the following types of campaign communications:

Physical Mailing: any tangible item that is sent by the candidate or on the candidate's behalf to a Campaign Messaging Recipient.

International Officer and Director candidates, for whom World Headquarters has a Letter of Intent on file, may send one (1) Physical Mailing after the ILC's nomination results have been posted on the Toastmasters International website.

Electronic Mailing: any type of electronic message that is sent by the candidate or on the candidate's behalf to a Campaign Messaging Recipient.

International Officer and Director candidates, for whom World Headquarters has a Letter of Intent on file, may send one (1) Electronic Mailing after the ILC's nomination results have been posted on the Toastmasters International website.

Voice/Video Conversation: any type of live communication that includes voice and/or video between a candidate or a candidate's representative and a Campaign Messaging Recipient. This shall occur only after the ILC's nomination results have been posted on the Toastmasters International website.

International Officer and Director candidates may conduct one (1) Voice/Video Conversation with each Campaign Messaging Recipient.

Candidates or their representative may communicate with Campaign Messaging Recipients no more than two (2) times to set an appointment for a Voice/Video Conversation.

No candidate for Second Vice President or International Director (nor their representatives) may initiate unsolicited communications to District Directors, Program Quality Directors, or Club Growth Directors outside the candidate's District during the month of June. Communications among campaign team members are permitted.

Presentation: any message delivered in person and/or by video by the candidate and/or a candidate's representative to a Campaign Messaging Recipient. A Presentation includes but is not limited to an educational session, keynote speech, or campaign speech.

International Officer candidates, or their representatives, shall not deliver a campaign speech at District events. Unopposed International Officer candidates may present an educational session and deliver a keynote speech. International Officer candidates may participate in other home District activities but may not serve in any District-level (including Area and Division) role.

International Director candidates, or their representatives, may deliver a presentation at District events (including Area and Division events) only within their region. Candidates shall receive equal opportunity, with allotted time defined by the District (Area and Division) Director. International Director candidates may participate in other home District activities but may not serve in any District-level (including Area and Division) role.

Communications by the District in connection with a candidate's presentation at a District conference and internal communications among campaign team members are not considered campaign communications.

Electronic Campaign Places: any online location where a candidate creates a page or profile to self-promote for an International Officer or Director candidacy.

A Candidate Corner shall be included on the Toastmasters International website. Candidate information may include a photograph, profile, website address, email address, and telephone number for contact purposes. Candidate information will be placed on the Toastmasters International website Candidate Corner by November 1.

Information about International Officer and Director candidates who are sought by the ILC is placed on the website as soon as practicable after receipt of the information.

Only nominated candidates as determined by the ILC remain on the Candidate Corner after the committee's report has been published on the Toastmasters International website.

Floor candidates are not included in the Candidate Corner after the Committee's report has been published on the Toastmasters International website. Floor candidates have the same opportunities as nominated candidates with the exception of inclusion in the Toastmaster magazine, the Candidate Corner on the Toastmasters International website and in the Candidate Brochure.

A candidate's campaign website:

Must stand alone and have a unique URL each election cycle.

A candidate may link or reference their website only on the website of the declared home club as stated on their Letter of Intent, the Candidate Corner on the Toastmasters International website, the candidate's campaign social media profiles, and in campaign communications made by the candidate.

May include a blog with automatic notices and must have an opt-in/out option.

A candidate's campaign social media profiles:

Are the only social media profiles the candidate may use to campaign.

Must be separate from existing social media profiles that the candidate has.

May contain reciprocal links to the candidate's other social media profiles and campaign website.

Online and social media participation

Candidates are prohibited from participating in Toastmasters-related discussion groups on websites including social media sites using any profile.

Candidates are prohibited from commenting on discussions or posts or from liking discussions or posts using their candidate campaign profiles.

Candidates' campaign websites and campaign social media profiles must be removed within 10 days after:

The announcement by the ILC of nominated candidates if the candidate has not been nominated and has not informed Toastmasters International of an intent to run from the floor, or

The Annual Business Meeting.

Physical Campaign Places: any authorized location where a candidate's materials are displayed. Campaign materials may not be distributed at any other location. Candidates or their representatives are responsible for the delivery, set-up, and removal of materials.

A Physical Campaign Place is provided to International Officer and Director candidates or their representatives at the Candidate Corner at the International Convention.

Districts may provide a Physical Campaign Place to International Officer and Director candidates or their representatives at the Candidate Corner at District conferences and other District (including Area and Division) events.

All International Officer and Director candidates or their representatives should be provided the same opportunity to participate in any Candidate Corner.

No candidate or their representative may host a hospitality suite. A hospitality suite is defined as a location where refreshments are provided and attendance is open to any individual member.

A candidate may have a room for storing material and meeting with campaign team members, but the room may not be used for solicitation of votes.

If at any event, there is a hospitality suite, no candidate or their representative, may give contributions or engage in political activities in the suite.

8. Campaign Team Members

Candidates must provide a list of all campaign team members and those who provide services related to the candidate's campaign (paid or unpaid). Services include but are not limited to creating a website, verbal or written campaign coaching, and digital marketing. Individuals or companies that are providing services and wish to use the Toastmasters trademarks, must obtain prior written authorization from the Chief Executive Officer.

Candidates are responsible for the acts and omissions of their campaign team members and those who provide services related to the candidate's campaign (paid or unpaid).

Campaign team members and individuals who provide services to the candidate must follow the same rules as the candidate as defined in this policy, other governing documents, and the International Officer and Director Candidate Handbook (such as, but not limited to, not using personal social media profiles for campaigning, sending campaign communications at other times than permitted).

Campaign team members and individuals who provide services to the candidate must sign and submit to World Headquarters an Acknowledgement of Campaign Responsibilities form prior to active service on the campaign team. Candidates must notify World Headquarters of any changes to their campaign team within 24 hours.

9. International Candidate Endorsements

Photographs, audio, video, and electronic representations in all campaign material and displays, the candidate’s website, and the candidate’s campaign social media profiles may be of the candidate only; no other persons are permitted. All quotes and testimonials in candidate campaign materials, displays, and on websites must have the written permission of those being quoted.

District Directors, Program Quality Directors, Club Growth Directors, Region Advisors, and International Officers and Directors must not take any action to endorse or to officially support any International Officer or Director candidate, including with photographs or quotes, or by placing a candidate’s name in nomination. They are permitted to complete the candidate assessment and respond to questions from the ILC.

The spouse, partner, or any family member of any International Officer or Director may not take any action to endorse or to officially support other candidates, including with photographs or quotes, or by placing a candidate's name in nomination.

10. International Campaign Violations

Candidates are responsible for ensuring campaign supporters are familiar with campaign Policies and understand that violation of Policy subjects candidates to ramifications:

A level-one violation is a correctable, minor infraction (for example: posting a photo of someone other than the candidate on the candidate’s website)

The violation is investigated by the Chief Executive Officer. If the Chief Executive Officer cannot resolve the matter, it is turned over to the Executive Committee.

The candidate is educated and informed. When the matter is resolved, there are no further ramifications.

A level-two violation is one involving the election process or a continuing violation (for example: candidate makes a promise of future board action in exchange for votes)

The Executive Committee investigates a level-two violation or assigns the investigation to Chief Executive Officer.

An announcement of the violation is made prior to the election. This announcement occurs at an appropriate time and place as determined by the Executive Committee or on the Toastmasters International website. A letter of censure may be issued to the candidate by the Executive Committee.

A level-three violation is one of campaign ethics (for example: candidate actively promoting the violation of Toastmasters Bylaws, Policy or Protocol)

A level-three violation is investigated by the Executive Committee, which may delegate it to the Chief Executive Officer.

Ramifications may include any or all penalties for level-two violations, a request for the candidate to withdraw from the race, and, in the most severe cases, removal from good standing or other disciplinary action which may disqualify the candidate.

The Executive Committee’s decisions are final. A candidate may not request that the Board modify or overturn the Executive Committee’s decision, nor may the candidate contact Board Members for the purpose of appealing that decision.

11. International Candidate Showcase

At the International Convention, a Candidate Showcase occurs before the Annual Business Meeting for presentations by all International Officer and Director candidates.

Prior to the International Convention, the International President appoints International Directors to serve as chair and co-chair of the Candidate Showcase. Other International Directors are assigned as needed.

Opposed International Officer and all International Director candidates are limited to a six-minute interview. Unopposed International Officer candidates are limited to a three-minute interview. District leaders and the Board of Directors submit questions to be asked.

The presentation schedule, with the names of all nominated and known floor candidates for international office, is prepared by World Headquarters.

There is no census or poll taken of the delegates at a Candidate Showcase.

12. International Proxies and Credentials

Proxies are defined in Article X, Section 2 of the Bylaws of Toastmasters International.

Annual Business Meeting proxies are available to Member Clubs no later than July 10.

When amendments to the Bylaws are to be voted on, there is a method in the proxy process for a Member Club to indicate how it wishes its votes to be cast.

A Credentials Chair and two (2) Co-Chairs are appointed by the International President:

The appointees are current or past Board Members.

A person may be reappointed as chair after a three-year interval.

Appointees are responsible for the operation of the Credentials process preceding the Annual Business Meeting.

13. Voting by Mail

The circumstances for holding an election by mail vote are stated in Article IX, Section 4 of the Bylaws of Toastmasters International.

The tentative process for conducting an election by mail vote is described in Protocol, and such Protocol shall be modified as needed and adopted as Policy by the Board of Directors at such time as a mail vote is held.

Protocol 9.1: International Elections

Prior to the Annual Business Meeting the International President appoints a Board Member as Supervising Director to oversee the voting process.

The Supervising Director, in partnership with the Chief Executive Officer, has the following tasks related to the Annual Business Meeting:

Observes the instructions provided by the Parliamentarian and monitors the voting process.

Appoints a team of 20 members to support delegates during the voting process. Coordinates with candidate-appointed observers (one [1] per candidate) to ensure the integrity of the voting process.

Verifies the results of each vote and provides the results to the International President.

The International President is the chair of the Annual Business Meeting.

The Supervising Director’s name is announced.

The Credentials Committee Chair presents the committee report.

The order of business is International Officer elections, followed by International Director elections, and Club Constitution and Bylaws amendment proposals.

The International President informs candidates that each of them may stand for only one (1) office and that they may withdraw their names from nomination in order to be placed in nomination for another office at any time before the nominations for that office have closed.

The International President or a person designated by the International
President explains the election and voting rules and process to the delegates.

The International Leadership Committee (ILC) Chair presents the committee’s report. If the ILC Chair is absent, the International President designates an alternate presenter.

The ILC report consists of the names, cities, regions, and countries of the ILC members and the name and city of each candidate in descending alphabetical order by name.

If any Policy violations by a nominated candidate occur, the ILC chair may disclose that violation and may announce whether the violation could have affected the candidate’s nomination.

Any candidate nominated by the ILC may withdraw from such nomination at any time after the committee’s report is read and before the nominations are closed for the office to which the candidate has been nominated, and may be nominated from the floor for any other office for which nominations are still open.

The International President asks if there are any additional nominations from the floor for any of the International Officer positions, as permitted by Article VIII, Section 3 of the Bylaws of Toastmasters International. When all such nominations are completed, the International President declares the nominations for the International Officer positions closed.

After all International Officer nominations are closed, if there is only one (1) candidate for any office, the International President entertains a motion under Article X, Section 6 of the Bylaws of Toastmasters International to dispense with the secret ballot for such uncontested office and to instruct the Secretary to cast a single vote for the candidate for each such office.

If any Policy violations by an International Officer candidate have occurred, the International President may disclose such violations.

Each opposed International Officer candidate is entitled to a two-minute speech.

The speeches are delivered in alphabetical order by office, commencing with the highest contested office.

Each speech is delivered from the platform by the candidate, except when a candidate is not in attendance, in which case the speech is given by the candidate’s representative.

Balloting in elections is governed by Article IX, Section 3 of the Bylaws of Toastmasters International.

Nominations for International Directors commences after the voting for International Officers is complete and the results have been announced.

The International President or the person designated by the International President reads the names, and cities of the International director candidates.

The announcement order is the lowest numbered region to the highest numbered region.

The International President asks if there are additional nominations from the floor, as permitted by Article VIII, Section 3 of the Bylaws of Toastmasters International, and reminds the delegates that no candidate may be nominated unless such candidate consents to such nomination and meets all other requirements.

After all nominations are presented, the International President declares the nominations for International Director candidates closed, followed by two-minute speeches by each opposed candidate (or a candidate’s representative, if a candidate is not in attendance).

If any Policy violations by an International Director candidate have occurred, the International President may disclose such violations.

If any candidate is unopposed, the International President entertains a motion under Article X, Section 6 of the Bylaws of Toastmasters International to dispense with the secret ballot for any uncontested office and to cast a single vote for any unopposed candidate.

The International President is advised before the election of the names of the candidates. This rule does not preclude nominations from the floor without advance notice to the International President.

When the names of the candidates are announced, they are displayed to the delegates.

Before votes for International Directors are cast, the International President announces that the election is by majority vote for each contested directorship.

Votes are cast and counted. In the event no candidate receives a majority of the votes cast for any one (1) or more of the contested directorships, voting continues as prescribed in Article IX, Section 3 of the Bylaws of Toastmasters International.

After each count is calculated, the Supervising Director verifies the count and provides the results to the International President or Parliamentarian.

The official final report, containing all election results, is completed, using a form provided by World Headquarters, by the Supervising Director and delivered to the International President or Parliamentarian.

Final results are posted publicly at the meeting site and broadcast electronically to the membership following adjournment of the meeting.

2. Special Membership Meeting

Special membership meetings are described in Article IX, Section 4 of the Bylaws of Toastmasters International. Whenever possible, actions to be voted on by the members are presented at the Annual Business Meeting.

Special membership meetings may be called by majority vote of the Board of
Directors at any Board meeting or by unanimous written consent.

The Board decides—by majority vote at a Board meeting or by unanimous written consent—that circumstances warrant election of International Officers and Directors by mail vote of the voting membership.

In the case of any election by mail vote of the voting membership, the Board sets the record date for purposes of determining which voting members are entitled to cast votes. The record date is not more than 60 days before the day on which the first written ballot is mailed or solicited. The voting members otherwise entitled to vote as of the close of business on such record date are entitled to vote in the election.

The Board determines the means by which and the date on which ballots are distributed to those voting members entitled to vote in the election.

The Board sets a reasonable date by which ballots must be received at World Headquarters to be counted in the election.

The Board sets a reasonable date for completion of the nomination procedures described in Article VIII, Sections 1, 2, and 3 of the Bylaws of Toastmasters International allowing adequate time for the preparation of ballots and the solicitation and inclusion of candidate statements, as well as the reasonable equivalent of floor nominations.

The Board appoints an Election Committee consisting of the corporate Secretary and two (2) other persons to be responsible for the conduct of the election.

The Board and World Headquarters provide all reasonable assistance to the committee.

The Election Committee determines the minimum number of votes to be received (quorum) by the date set by the Board for a valid election to take place. Quorums are defined in Article XI, Section 1 of the Bylaws of Toastmasters International.

The Board reviews and approves a form of written ballot and the accompanying solicitation letter to voting members from the Board.

The ballot states that it concerns the annual election of International Officers and Directors in lieu of elections normally held at the Annual Business Meeting.

The ballot specifies, for each contested position, the names of each candidate validly nominated for that position and provides space for the member to vote for, vote against, or abstain from voting with respect to each candidate. No space for write-in candidates shall be provided.

The ballot explicitly states that if a voting member specifies a choice, the member’s vote is cast accordingly.

In addition to any instructions or recommendations from the Board relating to the written ballot, the solicitation letter accompanying written ballots to be sent to voting members states the date by which written ballots must be received by World Headquarters in order to be counted and the minimum number of responses to be received to meet the requirement for a valid vote.

If, after the close of nominations, only one (1) person is nominated for a position, the Election Committee declares the person nominated and qualified to have been elected without further action.

The Election Committee notifies each validly nominated candidate in a contested election of the opportunity to submit a written statement, of no more than 500 words, to communicate to members the nominee’s qualifications and reasons for seeking office and to solicit the vote of the members.

The notice specifies a reasonable deadline for the candidate’s submission of this statement to the committee.

Any candidate’s statement not received by the committee, at the address stated in the notice, by the deadline, is not distributed to members with the written ballot.

On the date specified by the Board, the Election Committee causes written ballots and any accompanying materials—including the text of all valid candidate statements received, presented with equal prominence—to be distributed in the manner specified by the Board to every voting member entitled to vote in the election.

Promptly after the due date, the Election Committee determines whether enough votes have been received to constitute a valid election.

If so, the Election Committee counts the votes, and the candidate receiving the number of votes required by Article IX, Section 3 of the Bylaws of Toastmasters International shall be declared elected.

If three (3) or more candidates are nominated for an office, the ballot may be constructed so as to provide further choices for members to make in the event that one (1) candidate does not receive a majority of the votes cast, in order to achieve a reasonable equivalent to the balloting process set forth in Article IX, Section 3 of the Bylaws of Toastmasters International.

In the case of a tie, the winner is selected by lot.

In counting votes, any ballots marked “withhold,” “abstain,” or otherwise indicating that the vote is withheld, is not cast for or against any candidate in that contest.

The committee certifies in writing, under penalty of perjury, the results of the election to the Board and the members.

Those elected take office immediately upon the certification of their election.

Ballots, once delivered to World Head
Headquarters, may not be revoked.

Protocol 9.2: Presidential Citation

Each year the International President selects individuals to receive a Presidential Citation award. This is a significant honor, and to ensure the most qualified and deserving recipients are chosen to receive the award, this nomination and selection process has been established.

1. Criteria
The following criteria will be used to determine if an individual member is a qualified Presidential Citation recipient.

Organizational growth

Has the member participated in the chartering of 15 or more clubs within the last 10 years?

Was the member instrumental in the forming of a new District?

Organizational excellence

What type of significant, long-term contributions has the individual made at the District or international levels?

How has the person notably and publicly exemplified Toastmasters International’s core values?

Brand equity

What type of significant, public contributions has the member made outside of Toastmasters in their profession or community?

How have these contributions created large-scale recognition or awareness of Toastmasters?

2. Nominee Selection

There shall be no more than two (2) recipients selected per region per year.

The International President refers to the criteria during the selection process.

A maximum of 20 citations will be awarded each year.

Past International Presidents are not eligible to receive a Presidential Citation.

An individual is eligible to receive a Presidential Citation only once in a lifetime.

3. Nomination Results

If a member has been selected, World Headquarters notifies the member and the individual(s) who nominated the recipient, as well as the international director and region advisor for the recipient's region.

If the nominated member is not selected, World Headquarters notifies the individual(s) who nominated the member.

Recipients are recognized at the International Convention.

Policy 10.0: Region Advisors

1. Role and Responsibility

The purpose of a Region Advisor (RA) is to provide support, leadership development, skill building, mentoring, and coaching to expand District leaders' capacity to achieve the District mission through frequent communication and approved District visits.

RAs report to the International President through World Headquarters. RAs provide monthly reporting to the International President using a format provided by World Headquarters.

An RA may not campaign for, be elected to, or be appointed to any District office or role while serving as an RA.

An RA may not be, or campaign on behalf of, an International Officer or Director candidate while serving as an RA. An RA may not stand for election at the Annual Business Meeting in the same year in which their RA term ends.

2. Qualifications

Individuals who apply for or who are appointed to be RAs are paid members who have served 12 months as Immediate Past District Director (IPDD), 12 months as District Director (DD), and who have served 12 months in one (1) of the following two (2) roles: Program Quality Director (PQD) or Club Growth Director (CGD), or a combination thereof.

Individuals who are serving in an elected or appointed District-level (including Area and Division) role may not apply in the same program year in which they are completing their term.

Individuals for whom an International Officer or Director Letter of Intent is on file at World Headquarters may not apply for or be selected as an RA.

3. Term of Service

The RA term lasts for 15 months: April 1 through June 30 of the following year. RAs must apply for each term and may serve no more than two (2) consecutive terms. There is no limit on nonconsecutive terms.

RA vacancies are filled by the International President, with ratification by the Executive Committee, to complete the remainder of the term. The International President may grant a temporary leave of absence in appropriate circumstances.

An RA may resign in writing to the International President.

An RA may be removed from service at any time, with or without cause, by the Executive Committee.

4. Confidentiality

An RA may receive organizational communication which should be kept confidential unless otherwise instructed. Such items may not be copied, shown to, or discussed with anyone except as authorized by the International President or Chief Executive Officer. The same restrictions are applicable when such communication is also sent to Past Region Advisors.

A breach of confidentiality must be immediately reported to the Chief Executive Officer, who reports it to the International President. Violators may be subject to further disciplinary action.

5. Region Advisor Selection Committee

The RA Selection Committee is composed of:

One (1) International Officer, who serves as chair, appointed by the International President.

At least two (2) International Directors appointed by the International President. Each member will serve a two-year term when practicable. For each year, one (1) member will be a first-year International Director and one (1) will be a second-year International Director.

No fewer than eight (8) members representing a combination of past RAs or Past International Directors appointed by the International President-Elect with the approval of the Executive Committee. Potential committee members may either self-identify or be identified by the International President-Elect.

District leader evaluations of each RA’s service are used when selecting past RAs to serve on the committee.

RA Selection Committee members are fair and open-minded.

All committee members must complete a confidentiality form and submit it to World Headquarters.

Committee members with a conflict of interest, such as a business or personal relationship with an applicant that creates a reasonable doubt as to the ability of the committee member to be impartial, must declare to the chair as soon as the conflict is identified. They must also abstain from discussion and voting regarding that applicant in context of the Committee. In the event that the chair has a conflict of interest, as specified above, the chair must submit their resignation to the International President as soon as the conflict is identified.

Each RA applicant’s competencies will be assessed by leaders whose dues are paid and who served with them in previous Toastmasters roles. The assessment will be administered by a professional assessment firm after the application process has closed. The results will be provided to the RA Selection Committee and to each respective applicant. Applicants must, before receiving the assessment results, agree in writing to keep them completely confidential.

Applicants may designate up to three (3) individuals to also receive their assessment results. Applicants may not share their results with these individuals directly. World Headquarters will provide any individual designated by an applicant with a confidentiality form. Once World Headquarters has received a signed form from the individual, the results will be provided to that individual directly.

Breaches of assessment confidentiality by anyone are subject to appropriate disciplinary action.

The RA Selection Committee Chair may discuss applicants and assessment results as appropriate with the Board of Directors, International Leadership Committee Chair and Chief Executive Officer.

The assessment tool is sent to:

The International Director, RA, PQD, CGD, IPDD, District Finance Manager, District Administration Manager, District Public Relations Manager, Division Directors, and Area Directors who served while the applicant was DD.

The International Director, RA, DD, CGD, IPDD, District Finance Manager, District Administration Manager, District Public Relations Manager, Division Directors, and Area Directors who served while the applicant was PQD.

The International Director, RA, DD, PQD, IPDD, District Finance Manager, District Administration Manager, District Public Relations Manager, Division Directors, and Area Directors who served while the applicant was CGD.

The DD, PQD, CGD and District Public Relations Managers of Districts the applicant served as an RA.

The International Officers and Directors who served while the applicant was International Officer and/or Director.

The International Officers and Directors who served while the applicant served as an RA.

The DD, PQD, and CGD of District in which the applicant has been a member during each of the last five (5) years.

The applicant.

Each year, the Board of Directors appoints RAs after considering applicants recommended by the RA Selection Committee.

The Committee recommends one (1) RA for regions with eight (8) or fewer Districts.

The Committee recommends two (2) RAs for regions with nine (9) or more Districts. The Committee recommends District assignments to RAs.

The Committee may recommend the appointment of an additional RA for any region in order to meet region-specific needs and further the interests of Toastmasters International.

Protocol 10.0: Region Advisors Expenses

Region Advisors (RA) may be reimbursed by World Headquarters for travel expenses for Mid-year Training, District leader training sessions, District visits, and International Convention as follows:

Lowest rate round-trip airfare and up to $50 USD per segment to secure a seat.

Public transportation (coach or discount) or mileage at the current charitable standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service (IRS) by the most direct route for the following individuals:

United States citizens residing in the United States; or

United States citizens residing outside of the United States who file a United States tax return; or

Non-United States citizens residing in the United States.

For non-United States citizens residing outside of the United States, reimbursement is at the standard business rate but not to exceed reimbursement rates as specified by local regulations.

Other public transportation, shuttle, taxi, or mileage driven to and from the RA's home, and to and from the passenger terminal to the event, up to $50 USD per segment.

Hotel accommodations, including applicable taxes, for the number of nights required for attendance at training events. Incidental expenses and all additional nights’ lodging are the responsibility of the RA.

A per diem of $30 USD for each day that event attendance is required.

RAs submit an expense report through the electronic expense reporting system, accompanied by receipts, within 30 days. Expenses are subject to the approval of the Chief Executive Officer.

Protocol 10.1: Region Advisor Visits

The purpose of a Region Advisor (RA) visit is to provide support, leadership development, skill building, mentoring, and coaching to expand District leaders' capacity to achieve the District mission.

Visits should occur primarily between July and October, during Toastmasters Leadership Institutes, District trainings or District Executive Committee meetings when not held during a District conference.

RAs shall visit Districts as approved by the International President.

RAs request District visits by submitting a proposed visit schedule to World Headquarters for consideration by the International President or International President-Elect (depending on who will be International President at the time the visits will occur). World Headquarters confirms each visit, in writing, to the RA and the appropriate District leaders.

Districts must accept visits by an RA.

Visits to Toastmasters events may require prior approval of the International President or International President-Elect (depending on who will be International President at the time the visits will occur). The approval process is managed through World Headquarters. All requests must include details about the reasons for the proposed visit.

Visits to club meetings within the RA's home region may be made at any time. Visits to club meetings outside of the RA's home region require prior approval. Reimbursement is not provided.

Visits to Area and Division events within the RA's home District or home region may be made at any time as an attendee. Visits to such events for purposes of training and support require prior approval. Reimbursement is not provided.

Visits to Area and Division events outside the RA's home region require prior approval. Reimbursement is not provided.

Visits to District events within the RA's home District may be made at any time as an attendee. Visits to such events for the purposes of training and support require prior approval.

Visits to District events within the RA's assigned region that are not a part of the approved schedule require prior approval. Reimbursement may be provided with prior approval.

Policy 11.0: Board of Directors

Each Board Member upholds and follows the Toastmasters International mission in decisions and actions.

The Board is accountable to the voting membership.

Board Members have no right or authority to act on their own behalf in the name of the organization unless granted specific authority by the Board.

The Board of Directors makes decisions reserved exclusively to it and assumes the legal responsibility for its actions.

The Board is responsible for upholding the mission of Toastmasters International; developing organizational strategy; creating organizational Policies; appointing the Chief Executive Officer; approving and overseeing budget and financial matters; serving as ambassadors of Toastmasters International; incorporating member needs into organizational decisions; recommending improvements in programs and activities; ensuring the implementation of organizational Policy; and handling significant member disciplinary matters.

Once the Board makes a decision, each Board Member, regardless of personal point of view, is obligated to support the decision in all contacts outside the Board.

The Board typically meets in-person three (3) times a year, and convenes throughout the year as necessary.

Each Board Member accepts and upholds their duties as stated in the Board of Directors Acknowledgement of Responsibilities document.

Protocol 11.1: Board of Directors Meetings

The Board meets in-person, via teleconference, or via videoconference. Board meetings are conducted in accordance with the following procedures. Any situation not covered by the Bylaws, Policy, or Protocol follows the latest edition of Robert’s Rules of Order Newly Revised.

The Chief Executive Officer prepares and distributes agenda information, subject to the approval of the International President, to Board Members in advance of each meeting.

The International President or next highest-ranking officer presides as the Board Chair and maintains order. The chair decides all questions of order, subject to Board appeal. The chair announces the business that is in order, and no business is considered until it is declared in order. The chair may call a recess for the purpose of committee meetings.

A committee considers topics assigned by the International President or the Board and originates new topics within the scope of its stated functions. Each committee reports its findings and recommendations to the Board.

Board Members address the chair and proceed only when recognized. No Board Member is entitled to speak more than once on any issue until each member has the opportunity to speak.

Votes are taken by voice except if the chair is in doubt or a division is requested, in which case the vote is counted by hands or roll call. A roll call vote is taken upon the request of any two (2) Board Members.

Any Board Member, upon request, may have a dissenting vote recorded in the minutes. Every Board Member, including the chair, is entitled to vote or abstain on every issue on which a vote is taken; abstention is required if the member has a conflict of interest.

Committee reports are written and called for action during the proper order of business.

If a topic is exclusively assigned to a committee, that committee is given the opportunity to make a recommendation to the Board before the Board acts on the matter.

Committee and minority reports are addressed to the Board and include the topic, purpose, Policy references, proposal, and supporting information.

The International President may prepare Board and committee topics in consultation with the Executive Committee. The International President informs all Board Members of Board and committee assignments at the time topics are assigned.

During discussions, Board Members may ask questions of the committee members.

The Chief Executive Officer provides Board meeting minutes to the Board within 45 days after each Board meeting. The minutes will contain a record of business conducted by the Board, including discussion and decisions. Minutes are subject to Policy and Protocol that govern Board confidentiality. Prior to distribution, the International President, International President-Elect, and legal counsel, if necessary, review the meeting minutes.

The Chief Executive Officer provides Executive Committee meeting minutes to the Board within 30 days after each Executive Committee meeting. The minutes will contain a record of business conducted by the committee, including discussions and decisions. Minutes are subject to Policy and Protocol that govern Board confidentiality. Prior to distribution, the International President, International President-Elect, and legal counsel, if necessary, review the meeting minutes.

The Board may receive suggestions for Board agenda items from Board Members, the International President, the Chief Executive Officer, Board committees or any Toastmasters member. Board Members are encouraged to submit potential agenda items using the Board Item Submission Request form.

A suggested list of agenda items consisting of ongoing business and potential new business is developed by the Chief Executive Officer and is submitted to the International President. The International President determines the final list of agenda items. However, the Board may vote to direct the International President to include an item on the agenda.

The Chief Executive Officer develops background information on each agenda item for the Board's study or review. This information is provided a minimum of 14 days in advance of scheduled in-person Board meetings, and 72 hours in advance of Board teleconferences. The proposed annual budget is provided a minimum of 10 days in advance of the scheduled discussion.

Agendas and background information for Executive Committee meetings are provided to the Board at the same time as the Executive Committee, with the exception of the proposed annual budget.

In Board deliberations, each Board Member has the opportunity to present an opinion.

Protocol 11.2: Board of Directors Expenses

Board Members are issued a credit card to be used only for Toastmasters business expenses specified in this Protocol. Expenses are subject to the approval of the Chief Executive Officer or the International President.

Board Members may charge or be reimbursed by World Headquarters for travel expenses for Mid-year Training, District leader training sessions, Board meetings and Executive Committee meetings, District visits, and International Convention as follows:

Round-trip airfare and up to $50 USD per segment to secure a seat. International Officers may receive business class airfare when traveling more than three (3) time zones or more than eight (8) hours total flight time.

Public transportation (coach or discount) or mileage at the current charitable standard mileage rate in effect for federal income tax purposes by the United States Internal Revenue Service (IRS) by the most direct route for the following individuals:

United States citizens residing in the United States; or

United States citizens residing outside of the United States who file a United States tax return; or

Non-United States citizens residing in the United States.

For non-United States citizens residing outside of the United States, reimbursement is at the standard business rate but not to exceed reimbursement rates as specified by local regulations.

Other public transportation, shuttle, taxi, or mileage (which must be accompanied by authentication documentation) to and from the Board Member’s home, and to and from the passenger terminal to the event, up to $50 USD each segment.

Hotel accommodations, including applicable taxes and internet usage fees up to $15 USD per day, for the number of nights in attendance at the event plus any additional days requested and agreed to in advance by World Headquarters, the District, and the Board Member, for marketing visits. Additional room nights are at the Board Member’s expense.

A per-diem allowance of $30 USD for the days when event attendance is required plus two (2) travel days. Additional per diem allowance for any additional days spent conducting marketing visits agreed to in advance by World Headquarters, the District, and the Board Member.

Phone charges, postage, and stationery expenses incurred in the conduct of their duties.

District conference registration when not provided by the District.

The International President may charge or be reimbursed for additional expenses:

Dinner with the District Executive Committee.

Airfare for the International President’s spouse when traveling with the International President on official business.

Incidental expenses such as, but not limited to, magazines, food (including room service), entertainment, and fuel are not reimbursable.

Board Members must submit an expense report through the electronic expense reporting system, accompanied by receipts, within 30 days.

In addition to the expenses listed above, the following reimbursements apply for the International Convention:

Continuing and departing Board Members receive one (1) complimentary convention registration and one (1) complimentary ticket to each of the official meal functions and speech contests, if ticketed separately.

The outgoing International President receives one (1) complimentary hotel suite (of one [1] to two [2] bedrooms) including entertainment costs, two (2) complimentary convention registrations, and two (2) complimentary tickets to each of the official meal functions and speech contests, if ticketed separately.

The incoming International President receives one (1) complimentary hotel suite (of one [1] to two [2] bedrooms), two (2) complimentary convention registrations, and two (2) complimentary tickets to each of the official meal functions and speech contests, if ticketed separately.

The Immediate Past International President receives two (2) complimentary convention registrations and two (2) complimentary President’s Dinner Dance tickets, if ticketed separately.

The following reimbursements apply specifically for newly-elected International Directors and the newly-elected Second Vice President for the International Convention:

Incoming International Directors receive the return portion of round-trip airfare or other public transportation (coach or discount) or mileage. Mileage is reimbursed at the current charitable standard mileage rate (for United States citizens) and standard business rate (for citizens of other countries) in effect for federal income tax purposes by the United States Internal Revenue Service by the most direct route. Hotel accommodations, including applicable taxes, for any day between their installation and the Board meeting; a $30 USD per diem allowance for any day they attend the Board meeting following the Convention, one (1) travel day, and one (1) complimentary President’s Dinner Dance ticket, if ticketed separately, will also be reimbursed. Incidental expenses such as, but not limited to, magazines, food (including room service), entertainment, and fuel are not reimbursable.

If an International Director moves out of the region from which elected, reimbursement is based either on the residence at the time of election or on the current residence, whichever is less.

Policy 11.3: Board of Directors Confidentiality

The Board assigns varying degrees of confidentiality to information based on whether it is confidential attorney-client communications; personnel and disciplinary matters; protection of the organization’s proprietary trade secrets, business opportunities, and negotiations; and internal Board deliberations.

The following legal principles guide Toastmasters International’s approach to confidentiality:

Board Members, officers, employees and other agents (including consultants) of the organization have fiduciary duties of care and loyalty to protect the best interests of the organization. These duties take effect when they enter a fiduciary relationship with the organization and may even continue after the relationship has ended.

Part of the fiduciary duty of care is the duty to protect the confidences of the organization. After a person ceases to be a Board Member, officer, or other agent of the organization, that person may possess information received while in the capacity of a fiduciary. If the person uses or reveals such information in a manner damaging to the organization, the organization may take legal action.

The decision to disclose confidential information received in a fiduciary relationship with an organization belongs exclusively to the organization. Only those individuals authorized by the organization to disclose confidential information may do so.

The law does not require that Board meetings of a nonprofit public benefit corporation be open to the public or even to voting members of the corporation. Board materials properly classified as confidential may be withheld from the public and from members.

A confidentiality violation by a Board Member, officer, employee, agent, or member subjects the violator to removal, termination, expulsion, suspension, or other disciplinary action as may be appropriate under the Toastmasters International governing documents, the Club Constitution of the club to which the violator belongs, the personnel policies of World Headquarters, or the terms of any contract with the violator.

Protocol 11.3: Board of Directors Confidentiality

1. Board Business

Each document provided to Board Members in connection with Board business (“item”)
shall be appropriately classified Highly Confidential, Restricted, or Unrestricted:

Items classified as Highly Confidential may not be copied, shown to, or discussed with anyone except Board Members and those employees, agents, or members of the corporation authorized by the Chief Executive Officer to receive the information.

Items classified as Restricted may not be copied, shown to, or discussed with anyone except Board Members, those employees, agents, or members of the corporation authorized by the Chief Executive Officer to receive the information, and those past Board Members who have agreed to receive such information in confidence.

Examples of Restricted items include final committee and Board agendas; some minutes or matters contained within minutes; and matters submitted to the Advisory Committee of Past Presidents.

Items classified as Unrestricted have no limitation on distribution or discussion. Board Members, officers, employees, and agents of the organization are to use good judgment and discretion when handling such information.

Examples of Unrestricted items include Board-approved Policies (though they may have been classified Highly Confidential or Restricted at an earlier stage), minutes of the Annual Business Meeting, and most items in Board meeting minutes. Some matters contained in Board meeting minutes may remain Highly Confidential or Restricted.

In addition to a Highly Confidential or Restricted classification, an item or a portion of an item may be marked “confidential attorney-client privilege” when the material contains or reflects a matter communicated between the organization and legal counsel in confidence. Disclosing such matters to others may result in a waiver of privilege, causing the organization to lose the protection of the privilege in the event of litigation.

An item may be classified Highly Confidential or Restricted until a specific time, after which the item becomes Unrestricted. All those receiving such an item in confidence are to observe the restriction until the agreed time.

Board materials may be deemed Unrestricted, except for those items classified as Highly Confidential or Restricted.

Board Members may discuss what committees the Board is working on but may not reveal the details of Board member committee participation unless it involves asking questions as a committee assignment.

Each item the Chief Executive Officer prepares is tentatively classified. In some instances, a page or attachment may be classified differently from the rest of the item. After consultation with the Chief Executive Officer, the International President may change the tentative classification of an item.

The Executive Committee may change a classification made by the Chief Executive Officer or by the International President.

The Board may change a classification made by the Chief Executive Officer, the International President, or the Executive Committee.

In all cases, the Board has the ultimate responsibility for establishing the level of confidentiality to be maintained, observing the requirements of applicable law.

Annually the Board reviews all Restricted and Highly Confidential minutes to determine if the classification should be modified.

Specifics of Board deliberations, including how individual Board Members voted, are Highly Confidential. If a Board Member votes on an Unrestricted item and wishes that vote be disclosed, that vote may be made Unrestricted.

2. Distribution of Board Business Items and Meeting Minutes

At Board briefings, which are open to members of the organization, the Board briefs the audience on such items as the Board selects, and any mention of Highly Confidential or Restricted items is made in a manner which does not compromise the confidentiality of those items.

The Board minutes and other corporate records of Toastmasters International open to inspection by voting members of Toastmasters International (Delegates at Large and authorized representatives of Member Clubs), under California Corporations Code Section 6333, are limited to Unrestricted materials and only those Highly Confidential and Restricted materials that the Chief Executive Officer determines may be inspected for a purpose reasonably related to such person’s interests as a voting member.

Once a year, the Chief Executive Officer sends a notice to all former Board Members, whose dues payments are current, giving them the option to continue receiving Board materials, including Restricted items which they must agree to keep confidential. Only those past Board Members responding in writing that they wish to receive such materials subject to the confidentiality restriction, by signing the Confidentiality Statement, are sent such materials, until the following annual notice is sent to them.

If a document distributed to Past International Presidents, Past International Directors, or District Directors contains Highly Confidential material, such items are redacted or deleted in order to preserve confidentiality.

If someone receiving Highly Confidential or Restricted information believes it would serve the best interests of the organization to disclose the matter to, or discuss it with, someone outside of the restricted group, that person may request, in writing, approval from the Chief Executive Officer to do so. Said approval shall be given in writing.

A breach of confidentiality must be immediately reported to the Chief Executive Officer who reports it to the International President.

Policy 11.4: Board of Directors Committees

1. Executive Committee

The Executive Committee is comprised and its powers and duties are as stated in Article V, Section 6, of the Bylaws of Toastmasters International.

The Executive Committee answers to the Board, is subject to its general direction, and has additional powers as the Board delegates.

The Executive Committee reviews the proposed annual budget and submits a final budget document to the Board and reviews financial reports and recommendations concerning major expenditures and presidential travel.

The Executive Committee reviews operations and Policies that are to be carried out by the Chief Executive Officer and supervises the performance and position of the Chief Executive Officer.

The Executive Committee serves as the Strategic Planning Committee.

The Board reserves unto itself, from the Executive Committee, all powers and
authority except the following:

The Executive Committee has authority essential to the performance of duties imposed upon it by the Bylaws or assigned to it by the Board.

The Executive Committee has authority over those processes expressly delegated to it by the Board. Where authority to act on a matter is expressly delegated to the Executive Committee in Policy adopted under Article V, Section 4(f) of the Bylaws of Toastmasters International, the phrase “subject to the approval of the Board” in Article V, Section 6(c) of the Bylaws shall mean that the Executive Committee has full corporate authority to act on the matter in a timely manner and need not seek Board approval prior to taking such action. However, the Board may, upon learning of the Executive Committee’s action at the Board’s next meeting or otherwise, decide to modify, overrule, or reverse the Executive Committee’s action to the extent the Board can do so without harm to the best interests of Toastmasters International.

The Executive Committee has such authority as is necessary in the conduct of the ordinary business operations of the corporation while the Board is not in session.

Meetings may be called by the International President or any other voting member of the Committee by giving reasonable notice of the date, time, and place of the meeting to all members of the Committee.

Minutes of all Executive Committee meetings are provided to all Board Members within 30 days after each meeting. When the minutes reflect recommended policy changes or other significant actions, the Committee explains the reasoning that led to the recommendation.

The Executive Committee reviews the proposed budget for the ensuing fiscal year every November, conducts the Chief Executive Officer performance appraisal annually every August, reviews district formation and reformation every three (3) years, reviews member dues at least every three (3) years, and reviews the Toastmasters International Reserves Policy annually.

The Executive Committee is authorized by the Board to act with the power of the Board to establish legal entities outside of the United States as may be necessary or appropriate to further the purposes of Toastmasters International, in the judgement of the Committee, relying upon information and advice from the Chief Executive Officer and legal counsel.

All actions of the Committee within this delegation of authority shall be fully effective when taken. Such actions will be reported to the Board Members at, or prior to, the next meeting of the Board following the action but will not require ratification by the Board to be effective. However, the Board reserves the right to review and modify any action taken by the Committee if necessary to protect the best interests of Toastmasters International.

Executive Committee members shall often be expected and are authorized to serve as officers or directors of the legal entities established outside the United States. The Chief Executive Officer, Chief Operations Officer and Chief Financial Officer may serve as officers or directors of the legal entities established outside the United States upon assignment by the Executive Committee.

All signatories on Toastmasters International’s corporate bank accounts, including District bank accounts, must be approved by the Executive Committee, or by unanimous written consent.

At an Executive Committee meeting, or by unanimous written consent, the Committee reviews and approves a list showing, for each account, the District involved, the name and location of the financial institution, and the names of the persons to be added or removed as signatories since the prior Committee meeting.

If necessary, the International President approves the addition or removal of bank signatories between Executive Committee meetings, subject to ratification by the Committee at its subsequent meeting.

Replacement of a previously approved signatory is not effective until the replacement is approved by the International President, whose approval is subject to ratification by the Executive Committee.

The Chief Executive Officer, Chief Operations Officer and Controller, collectively, have authority to establish and maintain Toastmasters International District bank accounts as necessary to enable Districts to conduct Toastmasters business. All Board Members must be notified within 30 days of the establishment of these accounts.

2. Strategic Planning Committee

The members of the Executive Committee comprise the Strategic Planning Committee.

The Strategic Planning Committee strategically analyzes Toastmasters International’s place in the future, including opportunities and threats that might affect the organization; determines goals and strategies for achieving those goals; reviews the purpose, core values, and mission of the organization; develops strategic goals for growth in line with Toastmasters International’s mission; updates and produces a Strategic Plan for use by the organization; identifies broad approaches for achieving strategic goals; and recommends operational objectives to the Board, including, but not limited to, the adoption of appropriate organizational Policies and programs.

The Committee gives an official report at the Board meeting concerning all functions referred to above.

The Committee meets at such times as considered in the best interest of the organization, as determined by the International President.

Strategic plans for Toastmasters International and any recommendations for action on programs proposed by the Strategic Planning Committee are reviewed annually by the Board.

The Board establishes committees as needed, which are subject to the general direction of the International President and the Board and are accountable to the Board through the committee chair.

The name, strategic purpose, composition, chair and duration of each committee shall be determined by the International President, subject to the approval of the Executive Committee and Board, unless otherwise stated in the Bylaws of Toastmasters International or in the Policies of Toastmasters International.

These committees may be assigned special projects outside the scope of responsibility of a standing committee and continue to act until their stated functions are completed or until they are discharged from their responsibilities by the Board.

All committees are subject to the general direction of the International
President and the Board.

Committees are accountable only to the Board and report through the committee chair.

When a quorum is not present at an ACPP meeting, any action taken must thereafter be approved by a majority vote of all ACPP members for it to take effect. Approval shall occur by mail, email or other electronic means or by voice vote at the next ACPP meeting at which a quorum is present.

All Past International Presidents who maintain membership in good standing are ex-officio officers of Toastmasters International and remain members of the Committee until their resignation, death, or removal from the Committee.

The Immediate Past International President is the chair of this committee. Each year, the Committee Chair briefs the International President on the duties of the chair and the role and processes of the Committee.

The Chief Executive Officer is the liaison to the Committee.

The International President may seek feedback from the Committee or assign a topic to the Committee, or selected Committee members, for consideration and feedback to the Board.

The Committee meets annually during the International Convention. Special meetings are called with the written approval of the International President.

At the August ACPP meeting, the International President and Chief Executive Officer present a briefing on strategic and significant issues.

The Committee Chair presents a report of the August meeting each February - and, at the International President's discretion, provides a report in August - for consideration by the Board.

Upon request, as surveyed each year, Committee members for whom World Headquarters has a current Confidentiality Statement on file receive:

Board meeting and Executive Committee meeting minutes after the minutes have been finalized by the Secretary/Treasurer and the Board and before being made public on the Toastmasters website.

A briefing document consisting of agenda items to be considered by the Board, Executive Committee and Strategic Planning Committee at its meetings. This briefing does not include personnel issues, highly confidential topics and other highly sensitive items that are excluded at the discretion of the International President.

The briefing document is distributed prior to each meeting.

Members of the Committee provide individual feedback to the Committee Chair.

Individual members of the Committee shall not speak on behalf of the ACPP when communicating with Board Members individually or collectively.

The chair, with the written approval of the International President, may call a meeting of the Committee to discuss feedback.

The chair presents a summary of the feedback to the International President before each meeting and to the Board at each meeting.

Feedback on topics being addressed by the Board may be submitted from the Committee to the Board periodically.

All Committee Members receive:

Links to significant updates on the Toastmasters International website including, but not limited to, newsletters and other new or updated publications.

Selected new printed materials that may be distributed to the Committee members at the August meeting.

The Chief Executive Officer's Report after it has been distributed to the Board and before it has been made public on the Toastmasters website.

A document containing selected talking points used by the Board of Directors during District conference visits.

The role and processes of the ACPP are addressed annually at Board member orientation by the Immediate Past International President.

5. Audit Committee

The Toastmasters International Audit Committee acts in accordance with the California Nonprofit Integrity Act of 2004 (NIA) and any subsequent or superseding statutes.

The Chief Executive Officer recommends one (1) or more auditing firms to the Audit Committee by August 1 each year and negotiates the audit firm's compensation on behalf of the Board. The two-person Audit Committee is responsible for recommending an auditing firm to the Board by September 30 each year. The Board then selects an auditing firm by November 30 each year.

In order to be appointed to the Audit Committee, one must be qualified to serve on the Committee based on the requirements of the NIA.

When selecting Committee members, first preference is given to Past International Presidents.

Appointments to the Committee are made between January and August of each year by the International President and are subject to the approval of the Executive Committee.

Committee members are appointed to two-year terms.

The first-year Committee member serves as co-chair; the second-year
Committee member serves as chair.

Any vacancy is filled by the International President in office when the vacancy occurs, subject to the approval of the Executive Committee.

6. International Disciplinary Committee

The Toastmasters International Disciplinary Committee is established by the Board of Directors under Article VII of the Bylaws of Toastmasters International.

Appointments to the Committee are made by the International President and are subject to the approval of the Executive Committee.

There shall be two (2) Past International Presidents on the Committee serving as chair and co-chair. The Past International President serving in their second year is the chair; the Past International President serving in their first year is the co-chair.

There are eight (8) additional members of the Committee, who serve two (2) year terms. Each member is a Past International President, a Past International Director or Past Region Advisor.

The eight (8) members as stated above may include one or more Board Members at the discretion of the International President, with the approval of the Executive Committee.

If work on a specific disciplinary matter remains unfinished at the completion of any committee member's term of service, they will continue to serve until the matter is resolved. Such committee members will not commence work on any new disciplinary matters; only incoming and continuing committee members will work on such matters.

The Executive Committee determines which disciplinary matters shall be investigated by the Committee. The Committee follows Article III, Section 13 of the Bylaws of Toastmasters International and Policy 3.0: Ethics and Conduct while conducting the disciplinary process, with authority delegated to it by the Board of Directors.

The Committee reports the results of its work and any interim steps taken to the Board of Directors in writing within seven (7) days.

The Board of Directors reviews the Committee’s work product and determines any appropriate action after receipt of the Committee’s report(s) as soon as is reasonably feasible. A final decision to take disciplinary action must be made or confirmed by a three-fourths majority vote of the Board.

Protocol 11.5: Board of Directors Visits

The purposes of Board Members' District visits are: to evaluate and increase the effectiveness of the District in achieving the District mission; to meet with Toastmasters members and leaders and with business and community leaders; to represent the organization at District events; to share the organization's message as directed by the International President; to participate in club-building and strengthening opportunities; and to publicize Toastmasters International and its brand through media.

International Directors are expected to visit Districts as approved by the International President.

International Officer visits to Districts are scheduled every seven (7) years, or as deemed necessary by the International President.

International Directors request District visits by submitting a proposed visit schedule to World Headquarters for consideration by the International President and International President-Elect (depending on who will be International President at the time the visits will occur). World Headquarters confirms each visit, in writing, to the International Director and the appropriate District leaders.

Districts must accept visits by Board Members.

Visits to Toastmasters events may require prior approval of the International President or International President-Elect (depending on who will be International President at the time the visits will occur). The approval process is managed through World Headquarters. All requests must include details about the reasons for the proposed visit.

Visits to club meetings within the Board Member's region may be made at any time. Visits to club meetings outside of the Board Member's region require prior approval. Reimbursement is not provided.

Visits to Area and Division events within the Board Member's home District or region may be made at any time as an attendee. Visits to such events as a presenter or an ambassador for the organization require prior approval. Reimbursement is not provided.

Visits to Area and Division events outside the Board Member's region require prior approval. Reimbursement is not provided.

Visits to District events within the Board Member's home District may be made at any time as an attendee. Visits to such events as a presenter or an ambassador for the organization require prior approval. Reimbursement may be provided with the International President's prior approval.

Visits to District events within the Board Member's region that are not part of the approved schedule require prior approval. Reimbursement may be provided with prior approval.

The International President is accountable to the Board for the proper performance of duties.

The International President is authorized to direct and coordinate the activities of the Board committee chairs except as limited by the Bylaws or orders of the Board.

The International President is authorized to lead the Executive Committee and the Chief Executive Officer in the performance of their duties and allocate such duties as needed.

The International President is authorized to work closely with the Chief Executive Officer in the accomplishment of strategic objectives.

The International President is authorized to represent Toastmasters International and the Board as official spokesperson in corporate and community relations.

The International President is authorized to make expenditures to enhance public relations without further approval by the Board, within the limits of amounts budgeted for that purpose. The International President shall present a report to the Board of these expenditures at its following meeting.

In the occurrence of any circumstance or event, other than resignation or death, which limits full service or affects expense allowance entitlements of any member of the Board, the International President may, after investigation, recommend to the Executive Committee any advisable action.

The International President may only sign contracts, agreements, or other documents on behalf of the corporation, at the request of the Chief Executive Officer and as authorized by the Board.

Policy 11.7: International President-Elect

The role of the International President-Elect is defined in Article VI, Section 5(a) of the Bylaws of Toastmasters International.

The International President-Elect is the financial review officer of the Board of
Directors.

The International President-Elect is responsible for reviewing World Headquarters operations and reporting the findings to the Executive Committee. These operations include the Chief Executive Officer’s expenses, propriety of expenditures, and adherence to governing documents.

The International President-Elect is responsible for performing additional duties as allocated by the International President.

Policy 11.8: Chief Executive Officer

The role of the Chief Executive Officer is defined in Article VI, Section 6 of the Bylaws of Toastmasters International.

The Chief Executive Officer is liaison to the Strategic Planning Committee and the Advisory Committee of Past Presidents.

The Board or Executive Committee, within the limits of their authority, may delegate additional authority or responsibilities to the Chief Executive Officer.

The Chief Executive Officer is responsible for directing the execution of mandates established by the voting membership at the Annual Business Meeting and of Policies and decisions approved by the Board.

The Chief Executive Officer supports the International President, Executive Committee, and Board in strategic planning and implementation; in budget preparation and financial management; with minutes, reports, and proposals; and through assessments and recommendations for improvements.

The Chief Executive Officer oversees all aspects of Toastmasters International’s administration and operation including, but not limited to, communications and service to all members; education and training program research, development, and implementation; public relations, branding, and marketing; resource creation, production, and delivery; World Headquarters operations; the International Convention; leader training; and the approval of contracts, checks, and other documents.

Protocol 11.8: Chief Executive Officer

The Chief Executive Officer develops strategic planning proposals and revisions to current plans and submits them to the Strategic Planning Committee.

The Chief Executive Officer keeps the International President, Executive Committee, and Board abreast of operations and performance factors.

The Chief Executive Officer develops the annual operating budget and presents it to the Executive Committee; manages all aspects of income and expenses, including operating within the approved budget; submits financial reports to the Board of Directors at least quarterly; ensures all funds are appropriately safeguarded and administered; supports the Board in its fiduciary duty regarding investments and financial oversight; and executes the Bylaws provisions regarding the official annual audit.

The Chief Executive Officer arranges for the formulation of plans and programs for approval by the Board; researches and develops education and training programs that advance the communication and leadership skills of the membership; evaluates administrative operations; and recommends and implements system improvements.

The Chief Executive Officer assesses and recommends improvements to Board organization; recommends an organizational structure that satisfies the needs and interests of the worldwide membership; and provides for efficient distribution of educational services and resources to members.

The Chief Executive Officer establishes and maintains communications systems with all levels of the membership and maintains organizational and corporate relations as appropriate; oversees global public relations and branding initiatives; and directs the planning, organization, and implementation of growth and retention programs.

The Chief Executive Officer is responsible for all aspects of the World Headquarters staff and human resources decisions; consults with the International President and a majority of the Executive Committee before employing and terminating director-level staff members; provides effective training and development programs, clear expectations, duties, and responsibilities to all employees; and annually reviews each employee’s performance, based on a written job description.

The Chief Executive Officer presents resolutions received from individual members, Member Clubs, and Districts to the International President.

The Chief Executive Officer supervises all aspects of the Toastmasters International Convention and District leader training.

The Chief Executive Officer selects the site for the International Convention, held annually in August, in consultation with the Executive Committee.

The Chief Executive Officer selects the annual recipient of the Golden Gavel Award, which recognizes an individual who has demonstrated outstanding ability exemplifying communication and leadership.

Policy 11.9: Secretary-Treasurer

The Secretary and Treasurer roles are defined in Article VI, Section 7 and 8 of the Bylaws of Toastmasters International.

Secretary

The Secretary supervises the maintenance of a complete record and minutes of the proceedings of the Board of Directors and its committees; supervises giving notices as are proper or necessary; and issues the minutes of the Board meetings and the Executive Committee meetings prepared under the supervision of the Chief Executive Officer, and subject to review by the International President-Elect and the Board of Directors prior to circulation.

The Secretary provides the Board, at the meeting before the International Convention, minutes and supporting background documents for items that have previously been classified Restricted or Highly Confidential for the Board to determine if the classification for each item should be modified.

Treasurer

The Treasurer supervises the charge and custody of all funds of the corporation; deposits funds in the manner prescribed by the Board; and maintains adequate and correct accounts of the corporation’s properties and business transactions, and renders reports and accountings as required.

Policy 11.10: Legal Counsel

The corporation retains legal counsel to represent Toastmasters International as needed, including an attorney or law firm to serve as general counsel in one (1) or more fields of practice.

The Executive Committee selects general counsel on the recommendation of the
Chief Executive Officer.

Only the International President and Chief Executive Officer refer matters to legal counsel.

Other legal counsel, in areas such as patent, trademark, litigation, and employment, may be engaged on behalf of the corporation by the Chief Executive Officer.

Legal counsel is engaged on financial terms determined by agreement between the Chief Executive Officer and, if the matter involves the Chief Executive Officer, the International President.

Policy 11.11: Board of Directors Conflict of Interest

1. Purpose

The purpose of this Policy is to protect Toastmasters International’s interests when it is contemplating entering a transaction that might benefit the private interests of a Board Member, a corporate officer, the senior management or senior financial official, a key employee (defined in the Acknowledgment and Financial
Interest Disclosure Statement), a person with substantial influence over
Toastmasters International, or another interested person.

The Board oversees an annual review of the administration of this conflict of interest policy.

The review may be written or verbal.

The reviewers consider the level of compliance with the Policy, the continuing suitability, and whether the Policy should be modified, improved and updated.

2. Definitions

“Insider” refers to a person with substantial influence over Toastmasters
International.

Each member of the Board or other governing body is an insider.

The President, Chief Executive Officer, Chief Operating Officer, Treasurer and Chief Financial Officer, or any person with the responsibilities of any of these positions (whether or not the person is an officer of Toastmasters International under the Bylaws and the California Corporations Code) are insiders.

Any other person whom the Board, based on the facts and circumstances, determines to have substantial influence over Toastmasters International is an insider. Such persons include the founder, a substantial contributor, a person with managerial authority, or a person with control over a significant portion of Toastmasters International’s budget (such as a key employee).

Any person who met any of the above definitions at any time during the five (5) years before the proposed transaction is an insider.

“Interested person” refers to insiders and the following:

Spouses (including their siblings), ancestors, children, grandchildren, great-grandchildren, siblings, and the spouses of their children, grandchildren, great- grandchildren, and siblings of any insider.

Any entity in which any combination of insiders owns more than 35% of the combined voting power, if the entity is a corporation; profits interest, if a partnership or limited liability company of any type; or beneficial interest, if a trust or estate.

“Interest” refers only to those financial commitments, investments, obligations, economic benefits, or other relationships between an interested person and Toastmasters International that are subject to Internal Revenue Code Section 4958, California Corporations Code Sections 5233 through 5236, or any other applicable federal, state, or local law or regulation governing conflicts of
interest or fiduciary duties that require any action by Toastmasters
International.

“Person” refers to any individual or entity, including a trust, estate, partnership, limited liability company of any type, association, company, or corporation.

“Transaction” refers to any transaction, agreement, or arrangement between an interested person and Toastmasters International, or between Toastmasters International and any third party where an interested person has an interest in the transaction or any party to it.

Transactions specifically identified as presenting no conflict of interest by applicable law, or by a Toastmasters International Policy or Protocol, to govern certain similar transactions and impartially administered, are excluded from the term transaction for purposes of this Policy.

Toastmasters International does not engage in any transaction prohibited by law.

3. Process

Each interested person discloses to the Board or Executive Committee or other Board committee empowered to approve a specific transaction or type of transaction, in either case, (“Committee”), all material facts regarding such person's interest (including relevant affiliations) in the transaction.

The interested person makes that disclosure promptly upon learning of the proposed transaction.

Insiders make disclosures on behalf of interested persons related to them unless the related interested person does so.

Committee powers and procedures depend on state corporate law and the authority properly delegated to the Committee by the Board.

With regard to an interested person, the Board or Committee determines if a conflict of interest exists. The insider and any other interested person involved with the transaction is not present during the Board or Committee’s discussion or determination of whether a conflict of interest exists, except as provided below.

The Board or Committee follows the process below to decide what measures are needed to protect Toastmasters International’s interests in light of the nature and seriousness of the conflict; to decide whether to enter the transaction; and, if so, to ensure that the terms of the transaction are appropriate.

An insider who is a voting member of the Board does not vote on any transaction in which that insider has an interest, and the remaining Board or Committee members decide the matter.

The Board or Committee asks questions of and receives presentations from the insiders and any other interested person, but deliberates and votes on the transaction in their absence.

The Board or Committee ascertains that all material facts regarding the transaction and the interested person’s conflict of interest have been disclosed to the Board or Committee and compiles appropriate data to ascertain
whether the proposed transaction is fair and reasonable to Toastmasters
International.

After exercising due diligence, which may include investigating alternatives that present no conflict, the Board or Committee determines whether the transaction is in Toastmasters International’s best interest, for its own benefit, and whether it is fair and reasonable; a majority of disinterested Board Members or Committee may approve the transaction.

Decisions regarding a voting member of the Board with a material financial interest in a transaction may be made initially by a Committee in a case where it is not reasonably practicable to obtain advance Board approval, but must be ratified by the Board at the following meeting.

If the transaction does not involve a voting member with a material financial interest, the transaction may be approved by the Board or Committee by majority vote of those present at a meeting for which quorum requirements have been met.

The minutes of any meeting of the Board and any Committee contain the name of each interested person who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the Board Members or Committee who were present during the debate on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board or Committee and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that were approved and the date they were approved.

Each Board Member, corporate officer, senior management official, senior financial official, and key employee and others that Toastmasters International identifies annually signs a statement that affirms that the person has received, read, understands, and agrees to comply with this conflict of interest policy and that discloses the person’s financial interests and family relationships that could give rise to a conflict of interest.

All such statements by Board Members are filed with the minutes of the meetings of the Board or Committee; statements by others are retained in their personnel files.

If the Board has reasonable cause to believe that an insider has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the Board or Committee determines that the insider has failed to disclose an actual or possible conflict of interest, the Board or Committee takes appropriate disciplinary and corrective action.

In situations in which a transaction involving a conflict of interest is discovered after it has already occurred or begun, the Board or Committee conducts a review as described above and determines whether disciplinary or corrective action is possible or warranted. In appropriate cases, the Board or Committee may determine that ratification of the transaction is in Toastmasters International’s best interest, for its own benefit, and is fair and reasonable.

Policy 11.12: Board of Directors Conduct

All Board Members’ actions and communications are to be ethical and consistent with Toastmasters International’s Bylaws, Policies, Protocols, mission, vision, and core values.

Board Members do not support, aid, facilitate, invite, or condone anyone or anything that interferes with or is detrimental to the programs, proceedings, or affairs of Toastmasters International.

Violations include, but are not limited to, a breach of Board confidentiality; harassment; discrimination; illegal, dishonest, or unethical behavior; failure to uphold Toastmasters International’s Bylaws, Policies or Protocols; and undermining a decision of the Board.

Disciplinary measures include, but are not limited to, a warning; a reprimand; correction of the infraction; commitment to non-recurrence; acknowledgement of the infraction or violation; apology to affected parties; private or public censure from the Board; suspension of access to Toastmasters online communications; curtailment of specific nonessential Board activities; non-reimbursement of expenses; removal of District visit privileges; financial restitution to persons affected or to the organization for costs of the disciplinary process; suspension of Board privileges for a specific time, retaining only voting and corporate rights; and removal from good standing, thereby ending the person’s membership and disqualifying the person from continuing to serve on the Board.

Disciplinary action for a violation is based on the severity of the offense:

A level-one violation is a minor infraction (for example: inappropriate or disrespectful behavior at a meeting, or relating to the World Headquarters staff; consistently missing or being unprepared for board meetings)

The Chief Executive Officer investigates a level-one violation and consults with the International President.

The International President engages in disciplinary communication (oral and/or written) to the Board Member.

If correctable, the Board Member acknowledges the infraction and corrects it.

If not correctable, the Board Member acknowledges the infraction and commits to non-recurrence.

The International President advises the Executive Committee of the situation; the Executive Committee reports the matter to the Board.

The Board Member may make a single appeal to the Executive Committee only (not to the Board) within 10 days of the disciplinary communication.

A level-two violation is a medium violation (for example: an inadvertent breach of confidentiality; commits, promotes, or ignores a violation of Toastmasters Bylaws, Policy or Protocol)

The Chief Executive Officer investigates a level-two violation and consults with the International President.

The Chief Executive Officer and International President consult with the Executive Committee.

The International President determines, in consultation with the Executive Committee, appropriate disciplinary measures; the Executive Committee reports that matter to the Board.

The International President engages in a disciplinary communication (oral and written) to the Board Member.

The Board Member commits to non-recurrence.

The Board Member may make a single appeal to the Executive Committee only (not to the Board) within 10 days of the written disciplinary communication.

A level-three violation is a severe violation (for example: excessive inappropriate or disrespectful behavior at a meeting, or relating to the World Headquarters staff; consistently missing or being unprepared for board meetings; promoting the violation of Toastmasters Bylaws, Policy or Protocol; deliberately violating the Board’s duties of care, obedience, and fiduciary responsibility)

The Chief Executive Officer investigates a level-three violation and consults with the International President.

The Chief Executive Officer and International President consult with the Executive Committee.

The International President determines, in consultation with the Executive Committee, appropriate disciplinary measures, up to and including a hearing to consider removal of the Board Member’s good standing.

The International President presents the situation and the Executive Committee’s recommendations to the Board.

If the Board decides to proceed with a hearing to consider removal of the Board Member’s good standing, appropriate procedures are followed.

If the Board decides not to proceed with a hearing to consider removal of the Board Member’s good standing, the International President engages in disciplinary communication (oral and written) to the Board Member, including appropriate disciplinary measures, as decided by the Board.

There is no appeal against the Board’s decision.

If a Board Member repeats an infraction or violation of the same level, the disciplinary process may move to the subsequent level at each occurrence.

If the International President is believed to have committed an infraction or violation, the International President-Elect performs the functions of the International President described above.

When a member of the Executive Committee or Board is believed to have committed an infraction or violation, the member may attend and speak during the body’s discussion of the matter but may not vote on the matter and is excused from the meeting during the final deliberations and vote.